good evening those of you who are able to join us for our third lesson uh towards the 2023 low screen trans examination vision now we have uh stated that every day we do a different subject so that uh by says this we have done something in each of this is examinable subjects yesterday we discussed constitutional law uh tonight we are doing contracts and the approach we are using is that we are not living any uh Stone Mountain because I advise my very first lesson that it is not wise to uh you know just concentrate on just one or two questions but it is better to assure yourself that you have a reasonable understanding of all topics within the same subjects before you can devote a lot of energies towards maybe questions in uh the various topics areas because after all if you don't have graphs of Foundations then what is the point so on that note uh contract just as we did for positional law we are starting from the the very scratch but we'll go uh very fast and those of you who are phones who followed this online teaching I do we also have a lot of the previous recordings the same topics which are being taught every now and again so in addition to this uh some of the previous recordings to uh if you have them the same thing uh good so uh tonight we want to first concentrate on the the test of agreements how can we say that agreement exists so before that I wanted to go back to certain Basics uh we move very fast first of all we know that law of contract is a private law or it is an example of a typical common law subject and it is that area of the law which deals with the relationship which parties have brought between themselves by their free negotiation so the bottom line of contract is consent everything contractual it comes back to consent who parties or the two sides have they freely given their consent so that is what we should have at the back of our mind then again we have to remember that we have the two main types of contracts we have what we call like the the simple contracts and then the specialty contract especially the contract also known as contract under silver by date is a contract which I'll be reduced into writing and some other formalities including the Seal of the parties uh the seal uh will signify the fact that the particular person who seal is being used are sexually consented and that is why uh in your LLB days you were told that uh as far as specialty contract is concerned there is no uh requirement for there's no requirement for uh consideration because of the presence of the seal because the seal is your official sign of approval of imprimato so that you keep it securely because if someone uh get it and put you on the document the document will be given all the respect which should be given so that is a specialty contract also known as a contract and the deed or contract by uh uh you know underseal then we have simple contracts and which I will say constitute majority of contractual transactions or scenarios that we have a simple contract contracts which is not required to be in writing uh let's understand we are not saying that simple contract cannot be in writing but the emphasis is that it is not mandatory that should be in writing so you could have it in writing and it will fall short of the other formalities of specialty contract it will not have seal and so on because you have that then it's no longer a simple contract it is a specialty contract but uh quite often a simple contract also known as a Paro contract uh will be by word of math and that is where we direct a lot of efforts especially at the formation stage of contract how can we be sure that the parties have actually agreed upon especially so they've not appended they are similar to anything they have not put their soul on anything so how do we establish that yeah so uh that is what we want to spend a bit of uh time uh on uh the test of agreements will later come and learn about the the you know the constituent aspects the the various elements offer an acceptance intention consideration and so on and so forth but uh so therefore we are told that the tests of agreement is objective tests objective tests and I want us to understand that well uh one we say that the test of agreement is objective or we use the objective test in order to find out whether in the simple contracts or parole contract situation the parties have actually reached an agreement what does that entail how do we go about it or let us remember that when the two parties were negotiating it may well be that they never even met physically either by phone or by some other remote Association and so on agreement can still come into existence there will be dispute and one will say that we never agreed on this or we never agreed on that so how will the court go about trying to establish what the parties actually agreed upon so this is where the objective tests become important and by the objective tests we are saying that the courts will try and find out using the uh somebody has put something in the chat let's see is in the chart oh you cannot hear sorry okay so follow what Augustine uh has put in the chat I'm sure to help so by the objective tests the courts will try and find out the position or the perspective the point of view of an imaginary person the mother person known as like the reasonable person or what in contrast record officials bystander so the court was whom that at the time that the parties uh negotiated however they dealt whether physically or remotely and so on assuming you had a reasonable disinterested party someone who is not one of the parties that's a bystander he doesn't have a bias towards any of the parties is very neutral so listening to whatever the parties told each other or looking at whatever correspondences right whatever letters which the parties exchange and so on What would a reasonable person have understood the two parties as having really agreed upon so what's the disinterested the officials bystander or if you like the reasonable person would have understood the parties as having uh agreed upon is what will be taken as agreement and not that subjective intentions not what each of the parties were individually thinking in his or her mind and we all know from our LLB days the case of a Smith and Hughes and then the Champlain and James as president brothers and all that remember the case of the Smith and who's about the sale of the Oaths where one person was thinking of a cell an old oats and another person were thinking of a a bar I mean buying a new oats and there was a no confusion as to what was the subject matter of the agreement of course in Smith and Hughes the court ordered retryer but then the court uh pronounced upon what has become known as The Objective test uh that it is what the uh reasonable person the officials bystander who does not have any particular bias you know he looking at or he listening to other parties like what he understood to be what they were actually doing is what will be taking as agreement and that is why uh no this is uh um Blackburn a lot Blackburn he made the famous victim which is often uh quoted when we are discussing objective tests and Lord Blackman and Smith and Hughes who say and I could if whatever a man's right intention may be so conduct himself that a reasonable man who believe that he was assented into the terms proposed by the other party and that other party upon that belief enters into the contract with him the man does conducting himself will be equally bound as if he had intended to agree to the other party stems unquote in other words Lord Blackburn is selling lesson Smith and who's that if value are worse by your action you create a certain impression and even if you had a reasonable person uh observing uh whatever you have said or whatever you've done if you have understood you to have actually meant a certain set of a face and then the other party uh also uh relied or believe what you had actually created that will be taken as well as an agreement it does not matter that uh you meant something uh different and that is why in the case of a Tamplin and James as you remember very well about the auction sale uh the sale of the property a person who went to the the the the place where the ocean was taking place he was very familiar with a particular property which was being offered for sale and because of his uh sufficient familiarity with it knowing the gardens and all that when he went to the washing room he was given a brochure which contains formation about the exact uh you know specifications of the property being offered for say through the auction but he never bothered to read through the brochure and uh eventually the Oceania knocked down the hammer and when it was time for him to make a payment for that which he had purchased uh the reality done on him that uh what he had actually purchased was uh did not include certain other uh 10 certain Guardians which he talked was part of what was being offered for sin and he insisted that well if you are not going to add that then I will not pay then no matter how to go to court then the the mother came to court and the court will say that let's look at the scenario a property is being offered for sale information about the property is contained in the the brochure which is there so any reasonable person that actually understand that what is being offered for say is what has been described in the brochure or the documents in the ocean place that is what is being a Twitter for sale and not what the prospective purchaser was thinking in his subjective mind so it does not matter that in a subjective mind he thought that something else was being offered uh for sale so that is what uh the court was reminding us so Tamplin and James so if we have understood that the tests of the agreement is objective and not subject not subjective they will move on to quickly revise some other things so that uh within the limited period that we have to be able to cover some significant grants good now let's come back to our uh very uh famous uh area which a lot of students are compatible with and we may even take it for granted that is it will not be examined so why do we have to worry ourselves about uh uh what they call the very Elementary team that is the offer and what acceptance to offer an acceptance uh so first and foremost uh an agreement right an agreement is signified by The Coincidence of offering acceptance so that is the first point we should keep in mind particularly so when we are dealing with simple contracts because mind you as we have said simple contracts it has no necessary you're using the writing with the signature of the parties and so on and so forth so how do you establish the agreement you establish the agreement by finding out whether there was an offer another day so far had been accepted if you can see Alpha and acceptance then you have an agreement but mind you we don't have to rush the fact that you have an agreement does not mean that you have an enforceable contract an agreement is not equal to enforceable contracts because there are some other things which we need to be present before the agreement that you have can be enforced in a court of law so being a simple contract uh there's a need for consideration to be provided we discussed that later on uh of course all the time it is important that people who are making agreements must be qualified in law they must have capacity if you are not qualified the law to enter into agreement despite the fact that we can establish often your paths and acceptance on the part of the other party we cannot say that there is enforceable contract so let's keep that in mind and that is why uh sometimes it will be said that every contract is agreement but it's not every contract which is uh it's not every agriculture's contract it's it's really uh relates to the uh the point I made them for stability right because you can have an agreement if there are some other uh uh fact like you have uh illegality maybe the agreement is controlled to law or public policy then that would not be enforceable or a consideration has only provided and so on then that will not be enforceable being a simple contract as it well so let's keep that in mind so let's come back and take the offer uh and quickly revise that we know that offer simply refers to expression of willingness on the path of one part called overall or the promisor to be bound on stated tense if those terms will be accepted by the other party to whom they have been intended or they have been addressed so that is an offer so if I simply the fact that you have expressed an intention that you are ready to be committed on certain terms right which you have indicated if they'll be accepted by the other party and that is why the authorities will tell us that there is an element of finality right in an offer of our principles is that negotiations and everything you've gone past that so you have uh element of finality on your paths you're not going to enter into uh negotiation with the other party again and that is why uh later on when we are discussing acceptance uh there's something called because the offer is a finer or a definite proposal by the overall or the promiser to be bound so he's just waiting for a node approver no room for uh to attain it or modifying it or anything no so let's keep that in mind and that is why we will say that there is something which looks like an offer but it's not an offer what we call the vacation was treats and the most important distinction between an offer and invitation to treat is that in the case of invitation to traits you are just calling upon the invitee right whoever you're invited uh that he should let's ask negotiate if you let that stop let us discuss you're not saying that you have a definite terms you are prepared to be committed no you're only showing that you are available for talk available for negotiation and so on so there's no commitment on your part if the negotiations and all that uh progress an offer will come out of that so a successful invitation to treats will result in an offer which may be accepted or rejected but in the case of offers we have said it is a definite promise or it is a definite expression of intention or willingness to be banned so it's either accepted or rejected so let us keep that in mind and of course we the plethora of cases which we cannot exhaust and you know them the case of uh Gibson against the Manchester City Council and then the well-known case of the ntac versus uh entry as I indicated in the first lesson we have so many authorities on just a single principle so therefore you can do the balance minimum by knowing a bliss two authorities the reason why I would say two is that if you forget one you'll be able to remember the other one so that is a very safe way to strategize but if you you know you learn only one and then uh the other one that you have learned you forget it uh what it means is that uh you you don't have any Authority and you'll be writing your answer without Authority and as I indicated as far as contract is concerned uh we come and talk about uh thought when we are doing thought now where I'm talking about we are learning content as far as contact is concerned in any examination any law examination and more so in the law entrance examination if there is a question and you write especially as narrow problem based question and you write your response without any Authority you definitely not get a pass Mark for that you could be marked so low so much so that unless you have really really really if you like written something extraordinary impressive otherwise you you will not cross the past month for that particular question so let us make effort and uh you get the principles you know so for example now let's assume you are learning contract on your own you take uh they're very introduction so offer what are the essential principles as far as so far is concerned so the meaning of of offer and then the distinction between offer and limitation to treats and for each uh point you have to get at least a case so as I indicated uh the most important decision between offer invitation to treat is the the the finality and there are a number of scenarios where the courts have said that something which looks like an offer is not really an offer person invitation to drinks and you know them one know the situation of advertisement when it comes to advertisements uh the position of the law should be stated in two ways we have advertisement in the nature of potentially uh bilateral contracts and then advertisements uh in the nature of potential unilateral contracts now that distinction is important because you cannot judge them conclusion that every advertisement is an engaging the trait then it is not an offer that would be a mistake because you can have advertisements which is going to be a natural contract for example advertisement that anybody who will bring information leading to arrest or a particular Criminal will be given a certain reward it's an advertisement or right but that advertisement is uh in natural contracts because it does not require any specific acceptance by whoever is interested in responding the acceptance required will be you performing the required Acts that is bring information which will lead to the arrest of the person once you have done that you have accepted it so here you see the advertisement is actually an offer because it satisfied the element of uh finality that you talk about and you remember the the well-known case of a Carly against abolic uh smoke ball uh case you you remember that and uh so many other cases like the uh no the case of Williams and kawadan featuring synodica all these were advertising cases and they actually uh brought about unilateral contracts so that was not treated as invitation to treats on the other hand where the the wedding of the advertisement suggests that it is actually expecting uh people to respond and you come forward and make an offer which may be accepted or rejected then we can say that that is imitation treats just like the old case of the Partridge and uh I remember the sale of the plumbing fish hence Abraham if it's a with the seated price and the court reasoned that certain advertisement certainly was an invitation to treats so that if you responded you will make an offer or another will be made to you and then to be accepted or rejected so let us keep that in mind and not only that what about auction where there's an option you know that situation about auction that the announcement that there's going to be an auction does not create any binding obligation on the part of the Oceania or whoever pulls the announcement to be made and you remember uh those old in this case is a Harris and Nickerson and so on what the court will make the point that there's a policy rational that if all the people who are going to respond to the advertisements and for that matter we'll travel to wherever the auction is going to take place uh where owed a duty then the Oceania was going to be overwhelmed by uh multiplicity of claims oh so because of The Floodgate argument they're called to say that uh such announcement does not uh give rise to an offer by just admination to treat and also the ocean itself we go to a place where an ocean is being made and the Oceania invite bits uh the bits per se I mean the invitation for debates right uh you are going to make the offer by giving quotation is satisfied with uh the bill that you are making then you indicate the acceptance by knocking down the the hammer and you remember the pndc law on the ocean's law uh good then we also have uh the tender as far as the tender which is concerned and turn that to uh as whether it is an offer limitation to traits would depend uh very much on uh how it is wedded but where there is just noticed that there's going to be a tender or that we are soliciting uh tender bits people to make an estimate for supply of certainties and so on that one is not an offer so you the person who respond to the requests you are going to make a proposal you are going to make an offer which may be accepted or rejected particularly when it comes to procurement areas so let us keep that in mind of course we also have standing you know offer situation especially in Ghana we have how to call you look at the procurement practices we have the pre-qualified suppliers and providers uh so as part of the procurement planning once in accordance with the law uh you know various companies and organizations will try and invite potential suppliers and service providers to come and register with them and so on so that they will pre-qualify and if they are going to do any procurement within the particular period those who have been pre-qualified are the ones that will be sent if you like a tender circulars or notices and then they can actually put in a bid on a proposal what about uh display of goose where goods are displayed in the shop and I would like you to pay attention to this if you get a examiner who wants to just play around with students on various and formatters you can set as a narrow question right using display of goods in a shop now uh Supermarket or most are gradually as bringing up in in Ghana and that's greater scenario which will uh also maybe you cause the damage uh or something like that uh like the lastly against the grocery economy that U.S case and let's suppose that there was a as some kind of uh heated you know Essence between you and attendant or or some kind of altercation and all that and uh they have come to you uh to advise them regarding uh what's uh the Liga options are have they got a course of action no so that scenario for example it looks simple but that is a very interesting uh area to be tested so you will have to follow up on your appreciation of very Elementary knowledge in contracts to start with and remember that when goods are displayed in a shop or any place where they are selling things the mere display of the goose would even a price tag on it per se is not an offer but an invitation what to treats and as it is following the English and students or case law that is the position as you know uh Fisher and Bell that is the position of the law that it is a mere imitation to treat so the person uh who is going to pick the item or go to the the retail or the sale points it will be there that he presented to them so it's an offer that you're making I offer to buy this item at the price indicated on it then they can accept it and let to buy it or they can say no if you took it to the counter and then they said no you could only be angry you sympathize with your anger but beyond the anger you don't have any legal claim against the shop uh as it were so let us keep that in mind okay so is a 9 49 Let's uh do a few more minutes before we I will raise you to ask questions and they will draw the the cutting down okay now uh Let's uh okay it's 9 15. let me let you ask questions so that we can finish I have to do some other things okay so if you want to ask questions uh please raise up your hand and then you'll be allowed to speak and let the question be focused on uh the subject that we are learning in the topic area right otherwise it will be all over the place and I will lose focus if you raise up your hand uh you'll be released let's say you'll be learning and there's something uh bothering you hey this is the time for you to discuss it so that we can all learn from it in the in contracts so I'm confident that any question around this area Ali what you've done today you'll be getting the full marks that is good okay so what we do is that I will try and get a a question which fits within what we have done especially so uh if there has been a past question from the previous entrance examination relevant to what we have done then we can uh bring it up and we look at it as part of uh you know as part of the revision that we are doing but as I also said that if you have any particular thing you would like us to discuss in the various subjects areas as we move along uh that is why we have like the platforms there just [Music] thus indicates on the platform or you send it to me directly so that we will include it and give it attention when we meet together okay so I have a good night and somebody decided to share something okay so there's a question can there be uh then someone has a question can there be a price variation one there is a price tag on the good display okay that's good uh so you go to shop and then you sell the shop attendant that in your law of contract class you are told the law is that the goods displayed uh it doesn't meditation to treat so you are not ready to pay the price indicated you want to quote your own price well it'd be very much welcome to do that but whether they will let you take the item out of the shop I doubt you go without the item yeah so what we have learned is the uh if you like the doctor does position or the theory right not even like that I mean that is what it is it's not the case that you are going to uh you know quote your price because you go to some shops uh let's go if you go to Cantonment or you go to uh cadetia or you go to some of these Cape Coast or takoradi markets the I the items are there you have to even uh suggest a price so the mere fact that there's a price tag does not change the position of the law that it will make it uh an offer and don't forget uh you know English law the common law is actually based upon a lot of common sense and part of the Common Sense yeah has to do with the policy public policy consideration just imagine if the law were to be the other way around that the display of the items is actually an offer you can imagine uh how uh people be filing suits against us you go there and then you may even you know you take the item there for all you know that item is even just for display it's not doing for sale they go to the shop sometimes they have items which are just for display just to let customers know that we have these new items and so on you pick it and assuming the lower to be the other way around that it is an offer if they don't uh uh know let to buy it you may probably have some other complaint but of course if you analyze it uh theoretically one also say that even if it is an offer the fact that you have an offer doesn't mean that should be accepted an offer can be rejected and that is why in the U.S if you look at the case of uh lastly against the grocery economy with the session five foot those of who use it or actually cite it in Contra decisions to the case of pharmaceutical Society of Great Britain against books and you know what happened there and in the over the woman was in the shop a glass uh an item got broken that you got injured then there was a suits and the question was whether an offer had made or this annotation to treats and there the call to the position I mean this was under U.S law the quality of the position that the display was an offer but then the contract will take place at the sale points where you will present it and then you make uh I mean you they will have to accept it uh I mean you have to accept it or reject because you uh no they have made an offer to you so when you take it there it's like you are accepting it but if you look at the closer then the end results are practically the same the end results are practically the same as uh what the English approach in the fashionable type of cases seeks to achieve yeah so that is uh or anybody has got like uh adapters regarding set or cells question okay have a good night