CHAPTER 1:
OFFER
UNL1612
Introduction
There are 3 main aspects of the law governing offers:
1. Meaning and Requirements of offer
2. Distinction between Offer and Invitation to Treat (ITT)
3. Communication and Revocation of Offers
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1
Meaning of Offer
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Section 2(a) of the Contract Act 1950
“When one person signifies to another his
willingness to do or to abstain from doing
anything, with a view to obtaining the assent of that
other to the act or abstinence, he is said to make a
proposal.”
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Preston Corpn Sdn Bhd v Edward Leong [1982] 2 MLJ 22, FC.
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Appellants: a company carrying on the business of publishing books.
Respondents: a firm of printers.
The parties entered into a business relationship regarding the printing of
school textbooks.
There was an exchange of letters which commenced with the respondents
submitting quotations for the printing of the books. This was followed by
the appellants issuing the printing orders.
Issue: Whether the respondents' quotations constituted a binding offer
which when accepted by the appellants by issuing of the relevant
printing orders, resulted in a contract between them.
The FC held that the quotations were never intended to be a binding
offer but was a mere supply of information.
The offer in this case was actually constituted by the printing offers issued
by the appellants.
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Preston Corpn Sdn Bhd v Edward Leong [1982] 2 MLJ 22, FC.
Salleh Abas FJ stated as follow:
▹ An offer is an intimation of willingness by an offeror to enter into a
legally binding contract. Its terms either expressly or impliedly must
indicate that it is to become binding on the offeror as soon as it has been
accepted by the offeree.
▹ An examination of all the quotations in case did not seem to express such
intention.
▹ They were nothing more than a mere supply of information by the
respondents in response to the appellants' inquiry as to the price of books
to be printed and their delivery dates.
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2
Requirements of Offer
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A valid offer must satisfy certain requirements:
(i) it may be made to specific person or to the
world;
(ii) it may be made expressly or impliedly;
(iii) its meaning must be clear; and
(iv) it must be valid at law.
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Offer made to Specific Person or to the World
Carlill v Carbolic Smoke Ball Co. [1892] 2 QB 484, QB; [1893] 1 QB 256
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Defendants, proprietors of a medical preparation called "The Carbolic Smoke Ball",
issued an advertisement offering to pay £100 to any person who contracted influenza
after using the smoke ball in a specified manner for a specified period.
The advertisement stated that the defendants had deposited £1,000 with bankers to
show their sincerity.
The plaintiff after seeing advertisement, bought and used the ball in the manner
prescribed but still caught influenza. The plaintiff sued the defendants for £100.
In defendants’ defence, the defendants contended that the advertisement was a mere
puff and was not intended to create any binding obligation. There was no offer to any
particular person and the plaintiff had failed to notify them of her acceptance.
The Court of Appeal held that an offer can be made to the world.
It becomes a contract when anybody comes forward and performs the conditions.
In this case, there was an acceptance of the offer by the plaintiff's conduct.
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http://news.bbc.co.uk/2/hi/business/8340276.stm
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Offer may be Express or Implied
▹ Section 9 of CA 1950:
“So far as the proposal or acceptance of any promise is made
in words, the promise is said to be express. So far as the
proposal or acceptance is made otherwise than in words, the
promise is said to be implied. “
▹ In Preston Corpn Sdn Bhd v Edward Leong: the Federal Court
had also referred to an offer made either expressly or impliedly.
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Offer must be Clear in Meaning
▹ An offer which is not clear may be held to be invalid for uncertainty (S 30
CA) .
Ahmed Meah & Anor v Nacodah Merican (1890) 4Ky 583
▹ an agreement was made between the parties whereby, in consideration of the
plaintiff marrying the defendant's daughter, the defendant promised to build
to the plaintiff and his daughter a "house which must be a suitable building”.
▹ Plaintiff sought specific performance of the agreement.
▹ Pellereau J held that it was too vague to be enforced:
“There must be certainty as to the subject of the contract. If it is uncertain
as to the nature of the house to be built, if uncertain as to value, it would be
difficult for the Court to enforce it. The house is said to be a 'suitable house.'
Suitable to whom? To the bridegroom or father of the bride? The Court is
left in doubt as to what way it is to be suitable …I therefore hold the promise
is void fix uncertainty, and cannot be deemed to be specifically performed. I
can give no damages for the same reason.”
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Offer must be Valid at Law
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An offer must not contravene any provisions of the law otherwise it amount to a nonexistent offer not capable of acceptance by the offeree.
Affin Credit (Malaysia) Sdn Bhd v Yap Yuen Fui [1984] 1 MLJ 169, FC.
Appellant let a motor-car to the respondent under a hire-purchase agreement.
Respondent fell into arrears with the payment and the appellant brought an action for the
balance outstanding under the hire-purchase agreement.
Respondent alleged that the appellant had failed to comply with various provisions of the
Hire-Purchase Act 1967 (HPA).
Issue: Whether non-compliance with S 4(1) of HPA, which requires the owner of the goods
(Affin) to give a written statement to the prospective hirer (Yap), regarding the hirer’s
financial obligations under the proposed hire-purchase agreement, before the hirer signs the
written offer or before the hirer accepts the owner’s offer to enter into a hire-purchase
agreement would render a the hire-purchase agreement void ab initio.
The Federal Court held that the fulfilment of the condition set out in s 4(1) of HPA was a
condition precedent for the hire-purchase agreement:
“… the plaintiff's claim was rightly dismissed by the lower court, not because the
hire-purchase agreement was unenforceable, but because no agreement had in fact
been entered into by the parties.”
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3
Invitation to Treat
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Offer vs ITT
▹ An offer should be distinguished from an invitation to treat.
▹ Unlike an offer, an invitation to treat is a statement which
is not intended to be binding at law.
▹ An invitation to treat merely invites the parties to make an
offer.
▹ Invitations to treat often appear in the advertisements,
display of goods, tenders, auctions, applications for club
membership etc.
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Advertisement
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Whether an advertisement is an offer or an invitation to treat is a question of the
intention of the party placing the advertisement.
In most cases, advertisements are treated as attempts to induce offers unless on
exceptional fact situations as in Carlill's case.
Carlill’s case is an example where advertisements are to be held as offers.
In this case, the advertisement promising reward of £100 if a person contracted
influenza after using the smoke was a promise in return for an act.
The plaintiff having performed (used the smoke ball and contracted influenza), the
only outstanding obligation was on the defendants to perform their promise to pay the
£100.
S 8 of CA: statutory recognition of acceptance by conduct.
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Advertisement
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Partridge v Crittenden [1968] 1 WLR 1204
GR: advertisements – invitation to treat.
Appellant inserted in a magazine an advertisement: “Quality British ... bramblefinch cocks,
bramblefinch hens, 25s. each”.
The advertisement was inserted under the general heading of “Classified Advertisements” and
nowhere was any direct use of the words “offers for sale”.
One Mr Thompson answered the advertisement, wrote and enclosed a cheque for 30s to the
appellant.
On the appellant's appeal against his conviction for unlawfully offering sale a bramblefinch hen
contrary to s 6(1) of the Protection of Birds 1954.
Issue: Whether the advertisement he inserted was merely an invitation to treat or an offer
for sale.
The Court allowed the appeal and held that the advertisement was not an offer, but only an
invitation to treat.
Ashworth J stated:
“…in my judgment the law of the country is equally plain as it was in regard to articles in a
shop window, namely that the insertion of an advertisement in the form adopted here under the
title "Classified Advertisements" is simply an invitation to treat.”
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Advertisement
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Malaysian Position
The Malaysian position is similar to advertisements amounts to an invitation to treat
only.
Coelho v The Public Services Commission [1964] MLJ 12
Appellant applied for the post of Assistant Passport Officer advertised in the Malay
Mail newspaper.
Subsequently, he was informed that he was accepted.
Later, he was informed that his appointment (on probation) was terminated.
Ong J held that the advertisement was an ITT and the resulting applications were
proposals from the applicants.
The respondent was wrong in terminating the applicant’s employment in the manner
applicable to officers on probation.
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Advertisement
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Malaysian Position
MN Guha Majumder v RE Donough [1974] 2 MLJ 114
an advertisement appeared in the Sarawak Tribune (headed “Property for
Quick Sale”) for the sale by the defendant of his house.
The plaintiff, desiring to purchase the property inspected the house twice
and a number of telephone conversations took place between the plaintiff
and the defendant's agent.
The plaintiff alleged that the defendant had accepted his offer to purchase
the house, but the defendant denied it. In this case, the High Court did not
discuss advertisement.
On the facts, HC held that there was no contract in existence between the
parties at the material time as there was no clear intention of the parties to
enter into a formal legal relationship from the evidence adduced.
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Display of Goods
▹ A display of goods is also generally regarded as an invitation to treat.
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Pharmaceutical Society of Great Britain v Boots [1953] 1 QB 401
Defendant carried business in the retail sale of drugs. The sale premises
comprised a single room adapted to the self-service system.
Defendant was charged for selling a listed poison w/o supervision of a
registered pharmacist.
Vital question: when was the contract made?
Issue: Whether the display of goods on shelves was a proposal or an ITT?
The Court of Appeal held that the display of goods on the shelves was only
an invitation to treat. It was for the customer to offer to buy the goods.
There was no sale until the registered pharmacist at the counter accepted the
customer’s proposal to buy by the acceptance of the price.
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Display of Goods
Fisher v Bell [1961] 1 QB 394
▹ Issue: whether the shopkeeper's display in his shop window of a flick knife
amounted to an offer of the knife for sale contrary to s 1(1) of the
Restriction of Offensive Weapons Act 1959.
▹ Held: the act of displaying a knife in a shop window did not amount to an
offer for sale but only an ITT.
▹ The COA stated that:
“…It is perfectly clear that according to the ordinary law of contract the
display of an article with a price on it in a shop window is merely an
invitation to treat ... I am driven to the conclusion, although I confess
reluctantly, that no offence was here committed!”
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Tenders
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Invitations to tender are not normally considered to be offers unless accompanied
by words that the highest tender will be accepted.
Spencer & Ors v Han & Ors (1869-4870) LR 5 CP 561
defendants issued to the plaintiffs and other persons the following words:
“We are instructed to offer to the wholesale trade for sale by tender the stock in
trade of Messrs G. Eilbeck & Co ... which will be sold at a discount in one lot.
Payment to be made in cash ...".
The plaintiffs sent in a tender which turned out to be the highest tender; but it was
not accepted. The plaintiffs insisted that the circular amounted to a promise to sell
to highest bidder.
The Court held that there was a total absence of any words to the effect that the highest
bidder would be the purchaser.
Willes J explained as follows:
“... Here there is a total absence of any words intimate that the highest bidder is to be
the purchaser. It is a mere attempt to ascertain whether an offer can be obtained within
such a margin as the sellers are willing to adopt.”
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Exceptional Situations
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However, there are exceptional situations where an invitation to make a tender is not
treated as an invitation to treat but bears legal consequences.
Blackpool and Fylde Aero Club v Blackpool BC [1990] 3 All ER 25, CA.
Defendant council owned an airport. It granted concessions to operate flights.
It sent an invitation to tender to the plaintiff and six other parties all of whom were
connected to the airport.
The invitation to tender stated that the tenders were to be submitted in the envelope
provided and before the deadline and that late tender would not be considered.
The plaintiff sent the tender in time to the post box but the post box was not cleared.
The tender was marked late when it reached the defendant and it was not considered.
The plaintiff brought an action against the defendant for breach of contract as the
defendant had warranted that tenders sent before deadline would be considered.
Issue: whether there is a contract between the parties.
The COA held: an invitation to tender can give rise to a binding obligation to consider
tenders which conform with the conditions of the tender.
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Auction
▹ The principles concerning auctions can be drawn from the cases.
▹ First, an auctioneer’s request for bids is only an invitation to treat.
▹ Second, a notice that an auction will take place at a certain date is also an
invitation to treat and no claim can be made to recover for loss of time and
expenses incurred.
▹ Third, while an auctioneer's request for bids and notice of auction are only
invitations to treat, if an advertisement states that the sale by auction is
"without reserve", then such sale will be treated as an offer.
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Auctioneer’s Request for Bids
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The first principle is that an auctioneer's request for bids is considered to be an
invitation to treat.
The bid itself is an offer which the vendor is free to accept or reject.”
Payne v Cave (1789) 3 Term Rep 148
Lord Kenyon CJ explained as follows:
“The auctioneer is the agent of the vendor and the assent of both parties is
necessary to make the contract binding. That is signified on the part of the seller
by knocking down the hammer which was not done here till the defendant had
retracted ... Every bidding is nothing more than an offer on one side which is not
binding on either side till it is assented to”
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Auctioneer’s Request for Bids
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The general rule that in an auction, the sale is concluded at the fall of the hammer is
also applied in Malaysia.
M & J Frozen Food Sdn Bhd & Anor v Siland Sdn Bhd & Anor [1994] 1 MLJ 294
The Supreme Court held that at the fall of the hammer, an agreement is concluded
between the vendor and the highest bidder.
Thereafter, the vendor cannot offer the goods to other prospective buyers and the
bidder cannot retract his acceptance.
Wan Yahya SCJ stated:
“So a reference to a sale being concluded at the fall of the auctioneer's hammer
could only refer to that stage of the transaction of sale when there is concluded an
agreement between the vendor and the highest bidder, the former to sell and the
latter to purchase the goods.”
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Notice of Auction
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The second principle: a notice regarding an auction will take place at a certain date is
only an invitation to treat
Harris v Nickerson (1873) LR 8 QB 286
defendant, an auctioneer, advertised in the London papers that certain brewing
materials, plant and furniture would be sold by him at Bury St Edmunds on certain
days.
The plaintiff attended the sale but on the third day, on which the furniture was
advertised for sale, all the furniture were withdrawn.
The plaintiff brought an action against the defendant to recover for his loss of time and
expenses on the ground that the advertisement amounted to a contract by the defendant
that the things advertised would be actually put up for sale.
The Court rejected the plaintiff's claim and held that an advertisement that goods will
be sold on auction on a certain day does not constitute a promise to potential bidders
that the sale will be actually held.
To hold otherwise or to require an auctioneer to give notice of withdrawal of the sale
would be excessively inconvenient and costly.
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Auction Without Reserve
▹ The third principle that an advertisement
stating a sale by "without reserve" is an
offer.
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Warlow v Harrison (1859) 1 E & E 309
defendant and a Mr Bretherton were auctioneers in a partnership who advertised a sale
by auction which contained the following: “three following horses, the property of a
gentleman, without reserve”.
The plaintiff attended the sale and made a bid of 60$ for one of the horses.
A Mr Henderson, the owner/vendor of the horse, immediately made bid of 61$.
The defendant therefore entered Mr Henderson's name as purchaser in the sale book
and refused to receive the money or deliver the horse to the plaintiff, stating that he had
knocked it down to highest bidder and could not interfere in the matter.
The Court held that the sale should be without reserve: the auctioneer in his
advertisement had made a definite offer to this effect, and the plaintiff, by making his
bid in reliance upon it had accepted the offer.
Thus, in a sale by auction "without reserve", the vendor cannot bid at the auction.
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Application for Club Membership
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Abdul Rashid v Island Golf Properties Sdn Bhd [1989] 3 MLJ 376
Issue: Whether application for club membership was an offer, or was the offer made by
the club after considering the application.
plaintiff applied to become a member of the golf club owned, managed and operated by
the defendants.
Here, the High Court did not use the language of an invitation to treat but used the term
"preliminary step”.
Wan Adnan J stated as follows:
“In my view the plaintiff's application for membership was merely a preliminary step.
The offer for membership came from the defendants after the defendants had
considered the plaintiff's application. The contract between the plaintiff and the
defendants was formed only when the plaintiff accepted the offer by making the payment
of the entrance fee and the first subscription” .
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Today’s Legal Issues:
Items on Internet: Invitation to Treat or Offer?
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The Electronic Commerce Act 2006 (ECA) came into force on 19 October 2006.
ECA aims to facilitate some legal issues that arises in electronic transaction, however, there
are some legal issues remain unanswered.
S 7 of ECA:
▸ In the formation of the contract, the communication of proposals, acceptance of
proposals, and revocation of proposals and acceptance or any related communication
may be expressed by electronic message.
▸ A contract shall not be denied legal effect, validity or enforceability on the ground
that an electronic message is used in its information.
S 5 of ECA – “electronic message”: information generated, sent, received or stored by
electronic means.
The rules on advertisements on websites may be dealt with the same manner with shop
displays due to interactivity of websites.
There is no determinative case law in Malaysia. The actual legal position is as illustrate in
the United Kingdom.
The issue whether website advertisement is an invitation to treat or an offer is yet be
solved.
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4
Communication of Offer
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Section 3 of the Contracts Act 1950:
▹ General provision on the communication of acceptance of the offers as
well as the revocation of offers and acceptances.
▹ “The communication of proposals, the acceptance of proposals, revocation of
proposals and acceptances, respectively, are deemed to be made by any act or
omission of the party proposing, accepting, or revoking, by which he intends
to communicate the proposal, acceptance, or revocation, or which has the
effect of communicating it.”
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Section 4(1) of the Contracts Act 1950
▹ The communication of a proposal is complete when it
comes to the knowledge of the person to whom it is
made (offeree).
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Illustration (a)
▹ S 4(1) of CA is further explained through Illustration (a):
“A proposes by letter, to sell a house to B at a certain price. The
communication of proposal is complete when B receives the letter.”
▹ There can be no valid offer if there are two cross offers or counter offers.
Tinn v Hoffman & Co. (1873) 29 LT 271
▹ House of Lords discussed the effect of two offers, identical in terms, which
had crossed in the post.
▹ Held: no contract had been concluded. The majority judges considered that
cross-offers could not form a contract.
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Revocation of Offer
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Revocation of Offer
▹ There may be situations where an offeror who has
communicated his offer changes his mind and wishes to
withdraw his offer.
▹ The Contracts Act provides the rules for:
o when an offer may be revoked and when the
communication of the revocation is complete; and
o the different modes to revoke an offer.
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Section 5(1) and Section 4(2)(a) & (b) of CA
When offer may be revoked and when communication complete:
▹ Section 5(1) of the Contracts Act sets out when an offer may be revoked.
“ A proposal may be revoked at any time before the communication of its
acceptance is complete as against the proposer, but not afterwards. “
▹ This section must be read in conjunction with S 4(2)(a) & (b) of CA.
*General Rule – When does Communication of Acceptance is Complete:
S 4(2) of CA :
▹ The communication of an acceptance is complete a) as against the proposer, when it is put in a course of transmission to
him, so as to be out of the power of the acceptor; and
b) as against the acceptor, when it comes to the knowledge of the
proposer.
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Exception to GR - S 4(2) of CA : Postal Rule
Byrne & Co v Leon Van Tienhoven & Co.
[1874-1880] All ER 1432
▹ Defendants posted a letter in Cardiff on October 1, addressed to the
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plaintiffs in New York, offering to sell 1,000 boxes of tinplates.
It should be noted that it takes 10 or 11 days for a letter posted at either
place to reach the other.
On October 8, the defendants posted a letter revoking the offer.
The plaintiffs telegraphed their acceptance on October 11 and confirmed it
in a letter posted on October 15.
The letter of revocation reached the plaintiffs on October 20.
Held: where an offer is made and accept by letters sent through the post,
the contract is completed when the letter accepting the offer is posted.
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In simple words,
▹ Communication of an acceptance is complete when the
acceptor sends out (put in a course of transmission) his
acceptance to the proposer and the proposer receives the
acceptance (comes to his knowledge) – S 4(2) of CA.
▹ So, if a proposer wants to revoke his offer, then he must
communicate his revocation at any time before he receives
the acceptance – S 5(1) of CA.
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Communication of Revocation
Section 4(3) of the Contracts Act 1950
The communication of revocation is complete when:
(a) as against the person who makes it, when it is put into a
course of transmission to the person to whom it is made, so as
to be out of the power of the person who makes it; and
(b) as against the person to whom it is made, when it comes to
his knowledge.
▹ Applicable to both revocation of proposal and acceptance.
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In simple words,
Section 4(3) of CA
The communication of revocation of a proposal/acceptance
is complete when:
*the offeror/acceptor who revokes the offer/acceptance
sends out the notice of revocation.
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*when the offeree/offeror receives the notice of revocation
of the offer/acceptance.
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Harris's Case (1872) 26 LT 78L Ch App 587 &
Dunlop v. Higgins (1848) 1 HL Cas 381
▹ “… although it never reaches its destination ... they are based upon the
principle that the writer of the offer has expressly or impliedly assented to
treat an assented to him by a letter duly posted as a sufficient acceptance
and notification to himself, or, in other words, he has made the post office
his agent receive the acceptance and notification of it; but this principle
appears to me to be inapplicable to the case of the withdrawal of an
offer.”
▹ It means:
▸ For acceptor, once he posted the letter, communication of
acceptance is complete. --- postal rule (exception to the GR)
▸ For offeror, in revoking his offer, the communication of revocation of
the offer is complete only after the offeree receives the notice of
revocation.
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Modes of Revoking Offer
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Section 6 of the Contracts Act 1950
▹ The Contracts Act also sets out various modes to revoke an offer.
▹ Section 6 of the Contracts Act provides:
*A proposal is revoked:
(a) by the communication of notice of revocation by the proposer to
the other party;
(b) by the lapse of the time prescribed in the proposal for its
acceptance, or, if no time is so prescribed, by the lapse of a
reasonable time, without communication of the acceptance;
(c) by the failure of the acceptor to fulfil a condition precedent to
acceptance; or
(d) by the death or mental disorder of the proposer, if the fact of his
death or mental disorder comes to the knowledge of the acceptor
before acceptance.
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Notice of Revocation
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The most common mode of revoking an offer – notice of revocation.
Section 6(a) of CA: the notice of revocation must be given from the offeror to the
offeree.
However, the English courts held that a notice of revocation is valid even if it is
derived from a third party.
Dickinson v Dodds (1876) 2 Ch D 463, CA
Defendant, on Wednesday, June 10, gave the plaintiff a written offer to sell a house
for £800, “to be left over until Friday, June 12, 9.00 a.m.”.
On Thursday, June 11, the defendant sold the house to a third party; Allan, for £800.
On that evening the plaintiff was told by a third party that the property was sold to
Allan. Plaintiff insisted to accept the offer.
The Court of Appeal held that the plaintiff could not accept the offer.
There was no existence of the same mind between the parties.
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Lapse of Time
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An offer once received, must be accepted within the time prescribed in the offer
or if no time is prescribed, within a reasonable time.
Failure to do so may deem the said offer to be revoked: S 6(b) of CA.
Macon Works & Trading Sdn Bhd v Phang Hon Chin & Anor [1976] 2 MLJ 177
In relation to an option to purchase land, the Court stated that an offer lapses after a
reasonable time – failure to accept within a reasonable time implied rejection by
the offeree.
As a consequence, the Court can take into account the conduct of the parties after the
offer was made in deciding whether the offeree has allowed too long a time lapse
before accepting.
In this case, the option was in fact revoked well before if purported intention to
exercise the option.
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Lapse of Time
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What is a reasonable time is a question of fact in each case.
An offer to take up shares in a company was held to be revoked by the lapse of
six months without hearing anything from the company.
Ramsgate Victoria Co. v Montefiore (1866) LR 1 Ex 109
Defendant applied for shares in the plaintiff (company) in June and paid a
deposit into the company's bank.
Defendant did not hear from the company until the end of November, when he
was asked to pay for the balance due for the shares that had been allotted to
him.
Defendant’s refusal to take up the shares was upheld by the Court on the ground
that the interval between June and November was excessive.
The defendant's offer should have been accepted, if at all, within a reasonable
time.
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Failure of Acceptor to Fulfil Condition Precedent to Acceptance
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Under S 6 (c) of CA, where there are condition precedents to be fulfilled prior to
acceptance, the failure to do so will cause the offer to be revoked.
Aberfoyle Plantations Ltd v Khaw Bian Cheng
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[1960] MLJ 47, PC (Appeal from Malaysia)
Vendor failed to fulfil a condition precedent specified in the contract, namely to
obtain the renewal of several leases relating to the land which was the subject
matter of the contract.
The condition being unfulfilled, the purchaser was entitled to the return of his
deposits paid.
Financings Ltd v Stimson
[1962] 1 WLR 1184, CA
the Court of Appeal held that there was no concluded contract as the offer made by
the defendant to purchase the car was conditional upon the car remaining in
substantially the same condition until the moment of acceptance.
In this case, the car was stolen and recovered in a badly damaged condition.
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Death or Mentally Disordered
▹ Under S 6(d) of CA, if a proposer/offeror died or has become mentally
disordered and this fact is known by the acceptor before acceptance, the
acceptor cannot thereafter accept the offer which is thus considered
revoked.
▹ The CA requires that persons who enter into contract must be competent to
contract, i.e. they have reached the age of majority and are of sound mind
(ss 10,11 and 12 of CA).
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Death or Mentally Disordered
▹ Section 6(d) of CA provides for the effect of death on the revocation of
offers.
▹ A general provision in the Contracts Act on the effect of death and
contractual obligations is S 38(2) of CA which states:
▸ Promises bind the representatives of the promisors in case of death
of the promisors before performance, unless a contrary intention
appears from the contract.
▹ Thus, the general rule is that death does not revoke all contractual
obligations entered into unless a contrary intention appears from contract.
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Thank you 
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