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Allied Marine Transport Ltd v Vale do Rio Doce Navegacao SA: The Leonidas D (1985) CA
In April 1975, the plaintiff owners granted the defendant charterers a charter on The Leonidas D. Disagreements between December 1975 and March 1976 resulted in the charterers suing the owners for almost $110,000. Arbitrators would resolve the disagreement in accordance with the parties' contract, the time charter. In April 1976, the parties each selected an arbitrator; however, the arbitrators were unable to select a third arbitrator. The time charter was extended and used until May 1977 without any more charterers' concerns or mention of the first disagreement. In fact, the charterers didn't take any further action to further their claim until August 1981, when they announced their plan to move forward with the arbitration. Due to the prolonged delay, the owners now requested an injunction to stop the charterers from continuing with the arbitration.
ruled that the charterers were entitled to pursue their claim. (I) In the event that no offer and acceptance were received, there was no agreement to end the arbitration. According to Robert Goff LJ, who delivered the court's decision: "We have all been raised to believe that it is axiomatic that acceptance of an offer cannot be inferred from silence, unless there are very specific circumstances."
In the absence of such circumstances, the court could not have concluded—by applying an objective standard to their conduct—that either party had offered or accepted the arbitration's termination. There were just too many plausible explanations for both parties' silence. (II) (3.7.2) In a similar vein, the owners were unable to use promissory estoppel.
It is well settled that that principle requires that one party should have made an unequivocal representation that he does not intend to enforce his strict legal rights against another; yet it is difficult to imagine how silence and inaction can be anything but equivocal.
In April 1975, the plaintiff owners granted the defendant charterers a charter on The Leonidas D. Disagreements between December 1975 and March 1976 resulted in the charterers suing the owners for almost $110,000. Arbitrators would resolve the disagreement in accordance with the parties' contract, the time charter. In April 1976, the parties each selected an arbitrator; however, the arbitrators were unable to select a third arbitrator. The time charter was extended and used until May 1977 without any more charterers' concerns or mention of the first disagreement. In fact, the charterers didn't take any further action to further their claim until August 1981, when they announced their plan to move forward with the arbitration. Due to the prolonged delay, the owners now requested an injunction to stop the charterers from continuing with the arbitration.
ruled that the charterers were entitled to pursue their claim. (I) In the event that no offer and acceptance were received, there was no agreement to end the arbitration. According to Robert Goff LJ, who delivered the court's decision: "We have all been raised to believe that it is axiomatic that acceptance of an offer cannot be inferred from silence, unless there are very specific circumstances."
In the absence of such circumstances, the court could not have concluded—by applying an objective standard to their conduct—that either party had offered or accepted the arbitration's termination. There were just too many plausible explanations for both parties' silence. (II) (3.7.2) In a similar vein, the owners were unable to use promissory estoppel.
It is well settled that that principle requires that one party should have made an unequivocal representation that he does not intend to enforce his strict legal rights against another; yet it is difficult to imagine how silence and inaction can be anything but equivocal.
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In Re Selectmove Ltd (1993) CA
Under Pay As You Earn, the company owed the Inland Revenue almost £20,000 in taxes. During a meeting, the company proposed to settle the arrears by means of £1,000 monthly installments beginning on February 1, 1992. The tax collector stated that he would need to get approval from his superiors but that if the offer was rejected, he would return to the company. He failed to do so, and on March 3, 1992, the business made the first and second installment payments. When the Revenue initiated winding up procedures in September 1992 based on the outstanding arrears, the company had already made seven of these payments. The business attempted to fight winding up by arguing that its installment payment plan was valid.
held that the corporation couldn't dispute the winding up on any meaningful basis. (i) The offer to pay in installments was not accepted, and (ii) the Revenue's silence did not rule out acceptance. Peter Gibson LJ, in agreement with Stuart-Smith and Balcombe LJJ, stated the following after citing Robert Goff LJ's dicta in Allied Marine Transport Ltd v. Vale do Rio Doce Navegacao SA (1.2.4):
When the offeree himself indicates that an offer is to be taken as accepted if he does not indicate to the contrary by an ascertainable time, he is undertaking to speak if he does not want an agreement to be concluded. I see no reason in principle why that should not be an exceptional circumstance such that the offer can be accepted by silence. But, it is unnecessary to express a concluded view on this point.
(ii) Nevertheless, the Collector lacked the power to compel his superiors to accept the offer; as a result, they remained unbound until they did so, which they never did. In the event that the offer had been accepted, the Revenue's acceptance of the installments would not have been justified. The business contended that this issue should be handled in accordance with the ruling in Williams v. Roffey Bros and Nicholls (Contractors) Ltd. According to Peter Gibson LJ:
I see the force of the argument, but the difficulty that I feel with it is that if the principle of the Williams case is to be extended to an obligation to make payment, it would in effect leave the principle in Foakes v Beer [see 3.7.5] without any application. When a creditor and a debtor who are at arm’s length reach agreement on the payment of the debt by instalments to accommodate the debtor, the creditor will no doubt always see a practical benefit to himself in so doing. In the absence of authority, there would be much to be said for the enforceability of such a contract. But, that was a matter expressly considered in Foakes v Beer yet held not to constitute good consideration in law. Foakes v Beer was not even referred to in the Williams case, and it is in my judgment impossible, consistently with the doctrine of precedent, for this court to extend the principle of the Williams case to any circumstances governed by the principle of Foakes v Beer.
III) The doctrine of promissory estoppel could not be applied in this case because: (i) the Revenue did not promise to accept installment payments because the Collector of Taxes did not have the authority to do so; and (ii) the Revenue did not consider it unfair or inequitable to enforce the debt because the company made some of the payments after the due date.
Under Pay As You Earn, the company owed the Inland Revenue almost £20,000 in taxes. During a meeting, the company proposed to settle the arrears by means of £1,000 monthly installments beginning on February 1, 1992. The tax collector stated that he would need to get approval from his superiors but that if the offer was rejected, he would return to the company. He failed to do so, and on March 3, 1992, the business made the first and second installment payments. When the Revenue initiated winding up procedures in September 1992 based on the outstanding arrears, the company had already made seven of these payments. The business attempted to fight winding up by arguing that its installment payment plan was valid.
held that the corporation couldn't dispute the winding up on any meaningful basis. (i) The offer to pay in installments was not accepted, and (ii) the Revenue's silence did not rule out acceptance. Peter Gibson LJ, in agreement with Stuart-Smith and Balcombe LJJ, stated the following after citing Robert Goff LJ's dicta in Allied Marine Transport Ltd v. Vale do Rio Doce Navegacao SA (1.2.4):
When the offeree himself indicates that an offer is to be taken as accepted if he does not indicate to the contrary by an ascertainable time, he is undertaking to speak if he does not want an agreement to be concluded. I see no reason in principle why that should not be an exceptional circumstance such that the offer can be accepted by silence. But, it is unnecessary to express a concluded view on this point.
(ii) Nevertheless, the Collector lacked the power to compel his superiors to accept the offer; as a result, they remained unbound until they did so, which they never did. In the event that the offer had been accepted, the Revenue's acceptance of the installments would not have been justified. The business contended that this issue should be handled in accordance with the ruling in Williams v. Roffey Bros and Nicholls (Contractors) Ltd. According to Peter Gibson LJ:
I see the force of the argument, but the difficulty that I feel with it is that if the principle of the Williams case is to be extended to an obligation to make payment, it would in effect leave the principle in Foakes v Beer [see 3.7.5] without any application. When a creditor and a debtor who are at arm’s length reach agreement on the payment of the debt by instalments to accommodate the debtor, the creditor will no doubt always see a practical benefit to himself in so doing. In the absence of authority, there would be much to be said for the enforceability of such a contract. But, that was a matter expressly considered in Foakes v Beer yet held not to constitute good consideration in law. Foakes v Beer was not even referred to in the Williams case, and it is in my judgment impossible, consistently with the doctrine of precedent, for this court to extend the principle of the Williams case to any circumstances governed by the principle of Foakes v Beer.
III) The doctrine of promissory estoppel could not be applied in this case because: (i) the Revenue did not promise to accept installment payments because the Collector of Taxes did not have the authority to do so; and (ii) the Revenue did not consider it unfair or inequitable to enforce the debt because the company made some of the payments after the due date.
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Adams v Lindsell (1818) CKB
In a letter dated September 2, 1817, the defendants offered to sell the plaintiffs "800 tons of wether fleeces" and requested a response "in course of post." But the letter from the defendants was misdirected, and the plaintiffs didn't receive it until September 5th. That evening, the plaintiffs responded, and on September 9th, the defendants received their response. Presuming there was no deception, the defendants sold the wool to someone else on September 8th because they knew they would hear back on September 7th.
Contracts held by mail would be unfeasible if acceptance was contingent upon offeror receipt. Given that the defendants caused the delay, "it Consequently, it must be construed as against them that the plaintiffs' response was obtained via post.
The "postal rule," which states that an offer is accepted when it is posted and is valid for posting, originated from this case. The postal rule is specifically excluded in many commercial contracts.
In a letter dated September 2, 1817, the defendants offered to sell the plaintiffs "800 tons of wether fleeces" and requested a response "in course of post." But the letter from the defendants was misdirected, and the plaintiffs didn't receive it until September 5th. That evening, the plaintiffs responded, and on September 9th, the defendants received their response. Presuming there was no deception, the defendants sold the wool to someone else on September 8th because they knew they would hear back on September 7th.
Contracts held by mail would be unfeasible if acceptance was contingent upon offeror receipt. Given that the defendants caused the delay, "it Consequently, it must be construed as against them that the plaintiffs' response was obtained via post.
The "postal rule," which states that an offer is accepted when it is posted and is valid for posting, originated from this case. The postal rule is specifically excluded in many commercial contracts.
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The Household Fire and Carriage Accident Insurance Company Ltd v Grant (1879) CA
The plaintiff company's shares were offered for purchase by the defendant. An allocation letter that was sent to the defendant but never showed up accepted the offer. When the company was liquidated, around three years later, the liquidator requested the remaining sums owed on the defendant's shares.
ruled that because the defendant was a shareholder, he was responsible for paying the amount demanded. Applying the postal rule, there was a contract on the posting of the allocation letter as the post was a suitable form of acceptance in this instance. In his dissent, Bramwell LJ contended that acceptance ought to become effective solely upon being conveyed to the proposer.
The plaintiff company's shares were offered for purchase by the defendant. An allocation letter that was sent to the defendant but never showed up accepted the offer. When the company was liquidated, around three years later, the liquidator requested the remaining sums owed on the defendant's shares.
ruled that because the defendant was a shareholder, he was responsible for paying the amount demanded. Applying the postal rule, there was a contract on the posting of the allocation letter as the post was a suitable form of acceptance in this instance. In his dissent, Bramwell LJ contended that acceptance ought to become effective solely upon being conveyed to the proposer.
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Byrne & Co v Leon Van Tienhoven & Co (1880) CP
The plaintiffs in New York were contacted by the defendants in Cardiff on October 1, 1879, with an offer to purchase 1,000 boxes of tin plates under specific conditions. The defendants once more wrote on October 8th, withdrawing their offer. The plaintiffs received the offer on October 11 and confirmed their acceptance by telegram the same day, followed by a letter on October 15. The plaintiffs learned of the defendants' withdrawal of the offer on October 20.
held that the contract was legitimate since an offer can only be withdrawn if it is disclosed to the offeree. A withdrawal is not subject to the postal rule since it is transmitted solely at the time of receipt by the offeree. This is because, according to Lindley J., the postal rule is:
...based upon the principle that the writer of the offer has expressly or impliedly assented to treat an answer to him by letter duly posted as a sufficient acceptance and notification to himself, or, in other words, he has made the post office his agent to receive the acceptance and notification of it.
The plaintiffs in New York were contacted by the defendants in Cardiff on October 1, 1879, with an offer to purchase 1,000 boxes of tin plates under specific conditions. The defendants once more wrote on October 8th, withdrawing their offer. The plaintiffs received the offer on October 11 and confirmed their acceptance by telegram the same day, followed by a letter on October 15. The plaintiffs learned of the defendants' withdrawal of the offer on October 20.
held that the contract was legitimate since an offer can only be withdrawn if it is disclosed to the offeree. A withdrawal is not subject to the postal rule since it is transmitted solely at the time of receipt by the offeree. This is because, according to Lindley J., the postal rule is:
...based upon the principle that the writer of the offer has expressly or impliedly assented to treat an answer to him by letter duly posted as a sufficient acceptance and notification to himself, or, in other words, he has made the post office his agent to receive the acceptance and notification of it.
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Freehold Covenants – Introduction
Freehold covenants are essentially contractual agreements between landowners, wherein they commit to either perform certain actions on the land, such as garden maintenance, or refrain from certain activities, such as constructing more structures. Covenants may be easily distinguished from easements due to two main factors. Firstly, covenants must be established through a written instrument. Secondly, the specific terminology used in the document helps to clearly identify them.
Identifying the enforceability of a covenant can be challenging, especially when there is a change in land ownership. Freehold covenants possess characteristics of both a contract and a property right. It is necessary to take into account both the legal and equitable aspects while assessing the enforceability of covenants.
Freehold covenants are essentially contractual agreements between landowners, wherein they commit to either perform certain actions on the land, such as garden maintenance, or refrain from certain activities, such as constructing more structures. Covenants may be easily distinguished from easements due to two main factors. Firstly, covenants must be established through a written instrument. Secondly, the specific terminology used in the document helps to clearly identify them.
Identifying the enforceability of a covenant can be challenging, especially when there is a change in land ownership. Freehold covenants possess characteristics of both a contract and a property right. It is necessary to take into account both the legal and equitable aspects while assessing the enforceability of covenants.
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Does the covenant have a positive or restrictive nature?
The initial stage involves verifying your ability to discern whether the covenant is affirmative or limiting in character. It is crucial to establish whether the benefit or burden of a covenant has been transferred to a new landowner in order to decide if the covenant can still be enforced. Definition: A positive covenant refers to a legally binding agreement or obligation that requires a party to take specific actions or engage in certain behaviors. A positive covenant refers to a requirement to do a certain action on a piece of property, typically including the allocation of financial resources. Definition: Restrictive covenant A restrictive covenant is a commitment to abstain from certain actions on a piece of land for the advantage of another individual. Positive covenants typically necessitate financial investment. Examples include: constructing a livable residence on a designated plot of land within a specified timeframe, and painting or repainting external walls or fences every five years. Restrictive covenants invariably necessitate a commitment to abstain from engaging in a specific activity on the property. A few instances include refraining from playing music during the hours of 11 pm and 7 am. Prohibit the use of any garden area for the purpose of a driveway. The substance of a covenant, rather than its form, is crucial in evaluating whether it is positive or restrictive. For instance, a covenant that stipulates "to maintain the land as an accessible area" may appear to be a positive covenant since it requires the landowner to do action. However, it is actually a negative covenant as it imposes restrictions on the future utilization of the land in a certain manner.
It is crucial to determine from the beginning whether the covenant is positive or negative in order to determine its enforceability against future owners. This distinction will determine whether the benefits and burdens of the covenant are applicable to subsequent owners of the land. Therefore, it is imperative to consistently allocate sufficient time to contemplate the original point. Now, we shall examine several distinct measures that will ascertain the enforceability of the covenant. The following items are: Has the legal responsibility of the covenant been transferred? Has the covenant's benefit been legally enacted? Has the responsibility of the covenant been transferred in fairness? Has the advantage of the covenant been transferred in equity? Has the covenant been duly registered?
The initial stage involves verifying your ability to discern whether the covenant is affirmative or limiting in character. It is crucial to establish whether the benefit or burden of a covenant has been transferred to a new landowner in order to decide if the covenant can still be enforced. Definition: A positive covenant refers to a legally binding agreement or obligation that requires a party to take specific actions or engage in certain behaviors. A positive covenant refers to a requirement to do a certain action on a piece of property, typically including the allocation of financial resources. Definition: Restrictive covenant A restrictive covenant is a commitment to abstain from certain actions on a piece of land for the advantage of another individual. Positive covenants typically necessitate financial investment. Examples include: constructing a livable residence on a designated plot of land within a specified timeframe, and painting or repainting external walls or fences every five years. Restrictive covenants invariably necessitate a commitment to abstain from engaging in a specific activity on the property. A few instances include refraining from playing music during the hours of 11 pm and 7 am. Prohibit the use of any garden area for the purpose of a driveway. The substance of a covenant, rather than its form, is crucial in evaluating whether it is positive or restrictive. For instance, a covenant that stipulates "to maintain the land as an accessible area" may appear to be a positive covenant since it requires the landowner to do action. However, it is actually a negative covenant as it imposes restrictions on the future utilization of the land in a certain manner.
It is crucial to determine from the beginning whether the covenant is positive or negative in order to determine its enforceability against future owners. This distinction will determine whether the benefits and burdens of the covenant are applicable to subsequent owners of the land. Therefore, it is imperative to consistently allocate sufficient time to contemplate the original point. Now, we shall examine several distinct measures that will ascertain the enforceability of the covenant. The following items are: Has the legal responsibility of the covenant been transferred? Has the covenant's benefit been legally enacted? Has the responsibility of the covenant been transferred in fairness? Has the advantage of the covenant been transferred in equity? Has the covenant been duly registered?
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Legal Terms – conciliation
1. (in civil disputes) a *alternative dispute resolution method in which a neutral third party, known as the conciliator, proposes non-binding solutions for resolving the dispute.
2. A process for amicably resolving international conflicts. The dispute is sent to a standing or ad hoc commission of conciliation, which is appointed with the consent of the parties and whose job it is to fairly and impartially clarify the facts before producing a report. The final report should include specific settlement recommendations, albeit the parties are not required by law to adopt them. The UN Draft Resolution on Conciliation of Disputes Between States and the Convention on Conciliation and Arbitration 1992 provided additional momentum to this form of dispute resolution. Regretfully, conciliation was unable to settle any of the issues resulting from the dissolution of the former Yugoslavia in the 1990s.
1. (in civil disputes) a *alternative dispute resolution method in which a neutral third party, known as the conciliator, proposes non-binding solutions for resolving the dispute.
2. A process for amicably resolving international conflicts. The dispute is sent to a standing or ad hoc commission of conciliation, which is appointed with the consent of the parties and whose job it is to fairly and impartially clarify the facts before producing a report. The final report should include specific settlement recommendations, albeit the parties are not required by law to adopt them. The UN Draft Resolution on Conciliation of Disputes Between States and the Convention on Conciliation and Arbitration 1992 provided additional momentum to this form of dispute resolution. Regretfully, conciliation was unable to settle any of the issues resulting from the dissolution of the former Yugoslavia in the 1990s.
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Legal Terms - conclusive evidence
Evidence that cannot be refuted and that is required by law to demonstrate a fact in dispute. For instance, a company's certificate of incorporation serves as definitive proof of its incorporation.
Evidence that cannot be refuted and that is required by law to demonstrate a fact in dispute. For instance, a company's certificate of incorporation serves as definitive proof of its incorporation.
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Legal Terms - conclusive evidence
Evidence that cannot be refuted and that is required by law to demonstrate a fact in dispute. For instance, a company's certificate of incorporation serves as definitive proof of its incorporation.
Evidence that cannot be refuted and that is required by law to demonstrate a fact in dispute. For instance, a company's certificate of incorporation serves as definitive proof of its incorporation.
