Introduction
This essay examines whether Maria, a customer of Healthy Treats bakery, can enforce the promise made in their advertisement offering a free cake to anyone who catches a cold after consuming their immunity-boosting ginger cookies. The discussion is rooted in the principles of English contract law, focusing on the essential elements of a valid contract: offer, acceptance, consideration, and intention to create legal relations. By applying these elements to the facts of the case, this essay aims to determine if the advertisement constitutes a legally binding offer or merely a marketing gimmick, as claimed by Healthy Treats. The analysis will explore relevant case law and academic perspectives to provide a sound evaluation of Maria’s position. Ultimately, this essay seeks to offer clear advice to Maria on the enforceability of the bakery’s promise.
Elements of a Valid Contract in English Law
For a promise to be enforceable under English contract law, it must meet the criteria of a valid contract. These include a clear offer, acceptance of that offer, consideration (something of value exchanged between parties), and an intention to create legal relations (Smith, 2018). Each element will be discussed in turn, with reference to established legal principles and precedents, before applying them to Maria’s situation.
An offer is a clear, definite proposal made by one party (the offeror) to another (the offeree), indicating a willingness to enter into a contract on specified terms (Adams, 2016). Offers must be distinguished from invitations to treat, which are preliminary communications not intended to be binding. Advertisements, in particular, often fall into this category unless they are specific and unilateral in nature, promising a reward for a particular act.
Acceptance occurs when the offeree agrees to the terms of the offer, creating a binding agreement. It must mirror the offer precisely, without modification, to be valid (Smith, 2018). Consideration refers to the price or value exchanged for the promise, which can be monetary or otherwise, ensuring each party gains something from the contract. Finally, intention to create legal relations reflects whether both parties meant for their agreement to be legally enforceable, a presumption often present in commercial contexts but less so in social or domestic arrangements (Adams, 2016).
Is the Advertisement by Healthy Treats a Valid Offer?
The central issue in Maria’s case is whether the advertisement by Healthy Treats constitutes a valid offer or merely an invitation to treat. Generally, advertisements are considered invitations to treat, as seen in Partridge v Crittenden (1968), where a newspaper advertisement was not deemed an offer but an invitation for others to make offers (McKendrick, 2020). However, exceptions arise in cases of unilateral contracts, where an advertisement promises a reward for a specific act. A seminal case is Carlill v Carbolic Smoke Ball Co (1893), where the court held that an advertisement promising £100 to anyone who used a product and still contracted influenza was a unilateral offer. The company’s deposit of £1,000 as proof of sincerity demonstrated their intention to be bound (McKendrick, 2020).
Applying this to Healthy Treats, the advertisement states a clear promise: a free cake to anyone who catches a cold within seven days of eating their ginger cookies. This resembles a unilateral offer, as it specifies a reward (the cake) for a specific act (catching a cold after consumption). However, unlike in Carlill, there is no evidence of a deposit or similar gesture to demonstrate seriousness. Healthy Treats’ later claim that it was a “marketing gimmick” further undermines the likelihood of it being seen as a genuine offer. Indeed, the court may interpret the exaggerated claim of “guaranteed” immunity as puffery—non-binding promotional language—rather than a contractual promise (Smith, 2018). Arguably, without clear intent to be bound, the advertisement may be deemed an invitation to treat rather than a valid offer.
Acceptance and Performance by Maria
Assuming for a moment that the advertisement is a valid offer, the next question is whether Maria accepted it. In unilateral contracts, acceptance is typically demonstrated through performance of the specified act (Adams, 2016). In Carlill, the claimant accepted the offer by using the smoke ball as directed and subsequently falling ill. Similarly, Maria purchased and consumed the ginger cookies, and within five days, she caught a cold—fulfilling the condition outlined in the advertisement. Therefore, if the advertisement is deemed an offer, Maria’s actions likely constitute acceptance through performance.
However, Healthy Treats might argue that Maria did not communicate her acceptance prior to performance, though this is irrelevant in unilateral contracts where performance itself serves as acceptance (McKendrick, 2020). Furthermore, Maria notified the bakery within the stipulated seven days, aligning with the terms of the advertisement. Thus, on the face of it, acceptance appears to have been validly completed.
Consideration in the Transaction
Consideration is another critical element of a contract, requiring that something of value be exchanged. In Maria’s case, she paid for the ginger cookies, which constitutes clear consideration for the purchase. However, the promise of a free cake appears separate, tied to the condition of catching a cold. In Carlill, the court found consideration in the claimant’s purchase and use of the product, as it conferred a benefit on the company through increased sales (Smith, 2018). Similarly, Maria’s purchase of the cookies arguably benefits Healthy Treats, providing consideration for the broader transaction, including the potential reward. Therefore, this element seems to be satisfied, reinforcing the possibility of a binding agreement if other conditions are met.
Intention to Create Legal Relations
Perhaps the most significant hurdle for Maria is proving that Healthy Treats intended to create legal relations with their advertisement. In commercial contexts, there is a rebuttable presumption of such intent, as in Esso Petroleum Ltd v Commissioners of Customs and Excise (1976) (McKendrick, 2020). However, this presumption can be overturned if evidence suggests otherwise. Healthy Treats explicitly stated that the advertisement was a “marketing gimmick,” indicating they did not intend for it to be legally binding. Moreover, the hyperbolic language of “guaranteed” immunity and the casual tone of the promise might suggest to a reasonable person that it was not meant seriously. Typically, courts are reluctant to enforce promises that appear whimsical or promotional unless there is clear evidence of intent, as in Carlill with the £1,000 deposit (Adams, 2016). Without such evidence here, it is probable that a court would find no intention to create legal relations, undermining Maria’s claim.
Conclusion
In advising Maria, it is evident that enforcing Healthy Treats’ promise of a free cake presents significant challenges under English contract law. While the advertisement resembles a unilateral offer and Maria appears to have fulfilled the conditions through performance, the lack of clear intention to create legal relations is a critical barrier. Healthy Treats’ characterisation of the advertisement as a marketing gimmick, combined with the absence of any gesture akin to the deposit in Carlill v Carbolic Smoke Ball Co, suggests that the promise lacks the seriousness required for enforceability. Furthermore, the exaggerated claims in the advertisement may be viewed as mere puffery rather than a binding commitment. Therefore, Maria is unlikely to succeed in enforcing the promise, as the advertisement does not constitute a valid offer with the necessary intent to be legally binding. This case highlights the complexities of distinguishing between promotional language and contractual offers in commercial advertising, underscoring the importance of clear intent in forming enforceable agreements.
References
- Adams, A. (2016) Law for Business Students. 9th edn. Pearson Education.
- McKendrick, E. (2020) Contract Law: Text, Cases, and Materials. 9th edn. Oxford University Press.
- Smith, J. C. (2018) The Law of Contract. 7th edn. Sweet & Maxwell.
