Operates as a separate contract
D offered to lease P's premises, promised to keep offer open 6 weeks
6 wks later, P accepts
Routledge v
Grant 1828
3 wks later, D revokes
Found to be no contract
Approved in Dunlop v Selfridge '15
Pollock
If doesn't form binding contract
then offer can still be revoked
Agreements to
keep offers open
Negotiating property sale
Walford v Miles '92, HL
Agreed a lock-out agreement
Courts reluctant to consider an
agreement to negotiate indefinitely
Role of Contracts
to Control
Contract-making
Process
Thomas v Thomas 1842
Definition
Found unenforceable as indefinite length
Benefit / Detriment
May be some detriment to P or some benefit to D.
Promise incurring no obligation is an unenforceable gift
May be that consideration can be found
Unilateral offers
Blackpool and Fylde Aero Club v Blackpool BC '90
Thomas v Thomas 1842
Need not be adequate
Ex: Buy out of contract
Smthg of some value in law, moving from P.
Patteson J
Only promises that are bargained for become contracts
Pitt v PHH Asset Mgmt '93, CA
Followed Atkin L in Walford v Miles
"An act or forbearance of 1 party, or the promise thereof is the price for which the
promise of the other is bought, and the promise thus given for value is enforceable."
a. Both Parties have obligations
Can enforce promise
to discharge if:
b.Unilateral discharge
There's new consideration, or -
Elements of Promissory Estoppel can be made out
Contract can be amended
to end parties' obligations
Minimal consideration
Discharge by
Agreement
Adequacy
Settlements
Widow able to keep using house for £1/year and keeping it in good repair
Chappell & Co v Nestle '60
Candy wrappers for '45 album
Somervell L, p.10
What's the consideration for agreeing to settle an ill-founded legal action?
Husband promised wife £30/maintenance
In xchg for her not bringing legal action for maintenance
Horton v
Horton '61
Adjusted amount for tax, refused then to pay, saying 2nd promise not supported by consideration
Avoid a disbenefit through add'l payment to get work done on time
They'd have to spend £ to sue
If he'd breached
Waste time finding another sub-contractor
Giving up legal freedom or right can be good consideration but only if requested by party.
Williams v
Roffey Bros '90
Forbearance
Alliance Bank v Broom 1864
cf Combe v Combe '51
Be > ready to find consideration where
Benefit in practice
General idea
Russell LJ, p.50
Bargaining powers equal
New
Approach?
Finding consideration reflects true intention of the parties
Act/promise/forbearance w/out causal link isn't good consideration
Must be in response to the promise, the price paid for the promise.
Roscorla v Thomas 1842
Glidewell LJ, p.50
6 points
Some siblings fixed up commonly owned house
If done - cannot induce
Re McArdle '51
Gibson LJ
Had to follow Foakes v Beer
No consideration for the promise - act already done.
Re Selectmove '95
Says for HL or HP to change
Didn't follow Williams v Roffey
Other sibliings later promised to pay
But reaction to following this trend
Where there's a preceding request for the consideration
Past consideration
Re C (a debtor) '94
Parties understood there was to be payment
Payment would have been enforceable if promised in advance
Exception
Re Casey's
Patents 1892
2_Consideration
Can be distinguished - here the Promisor made clear that no intention to be legally bound
Jordan v Money 1854
Lord Cairns LC
Hughes v
Metropolitan Ry 1877
Tenant didn't renovate during negotiations to buy
Estopped fr claiming back rent once war over
Bowen LJ, p.43
Implication that at time rendered the svc was to be paid for
Collins v Godefroy 1831
Cannot induce
Subpoenaed lawyer
Consideration if go beyond strict duty
Landlord estopped fr enforcing lease term @ renovation deadline
1/2 rent during WW II
Promise enforceable
07/01/2007 - v13
Inducement
Pao On v Lau Yiu Long '80
Manager worked for 2 years, owners then promised him a share in rights in xchg for previous services
History
CLPT v High Trees House '47
Public duties
Glasbrook Bros v Glamorgan CC '25
Or exercise a discretion in a certain way
Denning doctrine
Mine, police protection
Discretion @ stationing officers
Harris v Sheffield United FC '88
Woodhouse AC Israel Cocoa v Nigerian Produce Marketing '72
Hailsham L, p.47
Woodhouse Israel Cocoa v Nigerian P Mktg '72
Hughes v Metropolitan Ry
Denning LJ, p.48
Birkett LJ
A shield not a sword
But may be implied
Combe v
Combe '51
Couple separate, husband reneges on promise to pay £100/year
Roskill LJ, p.48
EA Ajayi v RT Briscoe (Nigeria) '64, PC
Pre-existing
duties
To 3rd Party
Elements
Goff J, p.49
WJ Alan & Co v El Nasr Export Import
Denning MR, p.49
Promise to marry good consideration for uncle's promise to pay
Stevedores unloading ship, already contracted to the docks
The Eurymedon '75
Wilberforce L, p.44
Generally insufficient
To Same Party
Look at in more detail under "Amendments to Contracts"
Problem: when one party seeks to recover MORE, or one party seeks to give LESS
Promise to give more not enforceable
Stilk v Myrick 1809
Recovering More
Unless P'ee undertakes to exceed the original obligation
Reliance
Different approach
Tool Metal Mfg Co v Tungsten Electric '55
Nephew promised to marry, so contracted to do so
When there's an xchg in the amendment, no problem
Reliance necessary, but should
it be to R'ee's detriment?
Hughes v Metropolitan Ry
"Payment of a lesser sum on the day in satisfaction of a
greater cannot be any satisfaction for the whole..."
Pinnel's Case 1602
When Amending
Contracts
Can suspend rights
Can restore future rights w/ reasonable notice
Suspension or Extinction
of contractual rights
The Rule
D&C Builders v Rees '66
Court loss - doctor owes Mrs. B damages
Foakes v Beer 1884
Taking
Less
Pinnel
Exceptions
Judicial disretion
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B agrees to take some now, rest in instalments
F pays in full
B later recovers interest, applying Pinnel's Case
Can suspended past rights be enforced after notice?
He who comes to equity must come w/ clean hands
Consideration.mmp
Promissory
Estoppel
Brikom Investments v Carr '79
But denied by Denning L
The Post Chaser '82
Additional party can sue
Shadwell v
Shadwell 1860
Their speeding up work was consideration for increased pay fr shipowner
Shield,
not sword
Traditionally, detriment required
WJ Alan & Co v El Nasr Export/Import '72
Involves taking on
another obligation,
so sufficient
Contractual
duties
Unambiguous
promise to
accept < strict
legal rights
She gave no consideration
Can't claim 6 yrs later when he doesn't pay
Can be used as consideration
Must be clear and unequivocal
John Burrows Ltd v Subsurface Surveys '68
Doesn't create new causes of action where none existed before.
Awaits HL sanction
Partial sum
by 3rd party
"a horse, hawk, or robe..."
At different time or place when requested
Hirachaud Punamchand v Temple '11
Father pays partial sum as settlement of son's debt
To later claim full amount would breach contract w/ the 3rd party