The plaintiff asserted an intention to create legal relations but there was evidence from his agent which unambiguously showed that subjectively he did not have any such intention.
Held: The claim failed. Though the test for whether a promise was intended to have legal consequences was primarily objective, the court should not be obliged to ignore entirely evidence of subjective intention. For an estoppel to be effective, the promise must be clear and unequivocal.
Hirst J said: ‘The principles are elementary and very well established. The acceptance must correspond with the offer and must be clear and unqualified and would fail to take effect if it attempts to vary the terms of the offer or to add new terms. On the other hand, statements which are not intended to vary the terms of the offer or to add new terms do not vitiate the acceptance.’ and ‘An act which is wholly motivated by factors other than the existence of an offer cannot in law amount to an acceptance.’
Judges:
Hirst J
Citations:
[1991] 2 Lloyds Rep 132
Jurisdiction:
England and Wales
Cited by:
Cited – Persimmon Homes (South Coast) Ltd v Hall Aggregates (South Coast) Ltd and Another TCC 10-Oct-2008
The parties had agreed for the sale of land under an option agreement. The builder purchasers now sought to exercise rights to adjust the price downwards.
Held: The provisions had been intended and had achieved a prompt and binding settlement . .
Cited – Dresdner Kleinwort Ltd and Another v Attrill and Others CA 26-Apr-2013
The bank appealed against judgment against it on claims by former senior employees for contractual discretionary bonuses.
Held: The appeal failed. The bank’s unilateral promise made within the context of an existing employment relationship to . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 02 May 2022; Ref: scu.277763