Introduction
This letter aims to provide legal advice to Veronica regarding her potential liabilities arising from the transactions and communications related to the sale of 10 MacBook Air Pros, as advertised in the Greenwich Express Newspaper. The scenario involves multiple potential buyers—Michelle, Naz, and Johnny—and raises questions about the formation of contracts, offers, acceptances, and revocations under English contract law. Specifically, this analysis will explore whether Veronica has entered into binding agreements with any of the parties, focusing on the legal implications of each communication and the timing of her actions. The key issues include whether Michelle’s acceptance created a contract, whether Naz’s email constituted a valid acceptance, and whether Veronica’s agreement with Johnny impacts her obligations to others. Drawing on foundational principles of contract law, this letter will assess Veronica’s position and potential liabilities, ensuring a clear understanding of her legal risks.
Legal Principles of Offer and Acceptance
Under English contract law, a valid contract requires an offer, acceptance, consideration, and an intention to create legal relations (Adams, 2021). An offer is a clear, definite, and unequivocal expression of willingness by one party to enter into a contract on specified terms, capable of acceptance. Veronica’s advertisement in the Greenwich Express Newspaper, stating the sale of 10 MacBook Air Pros at £1,000 per unit or £9,500 for the lot, is generally considered an invitation to treat rather than an offer. This principle is established in case law such as *Partridge v Crittenden* (1968), where advertisements are typically seen as invitations for others to make offers, unless they specify a clear intent to be bound (Beatson et al., 2016). Therefore, Veronica’s advertisement did not constitute a legal offer but invited potential buyers to negotiate or make offers to purchase.
Acceptance, on the other hand, must be a clear, unqualified agreement to the terms of the offer. It is effective only when communicated to the offeror, unless the offer specifies otherwise, such as through the postal rule, which states that acceptance by post is effective upon posting, provided the method is reasonable (Adams v Lindsell, 1818, as cited in McKendrick, 2021). These principles will guide the analysis of each interaction with the potential buyers.
Analysis of Interactions with Michelle
Michelle’s initial email, proposing to buy the MacBooks at £900 per unit, constitutes a counter-offer, as it deviates from Veronica’s advertised price of £1,000 per unit or £9,500 for the lot. A counter-offer effectively rejects the original terms and creates a new offer, as established in *Hyde v Wrench* (1840, as cited in Beatson et al., 2016). Veronica’s response, agreeing to sell at £950 per unit, is itself a counter-offer, which Michelle could accept or reject. Michelle’s subsequent action of posting a letter of acceptance at 2:30 pm on Monday, stating she would buy three MacBooks at £950 each, triggers the postal rule. Under this rule, acceptance is deemed effective when the letter is posted, provided posting is a reasonable method of communication (McKendrick, 2021). As email communication was initially used, it is arguable that posting a letter was not the anticipated method; however, in the absence of explicit instructions from Veronica to use email exclusively, the postal rule likely applies.
Therefore, a contract for the sale of three MacBooks at £950 each was arguably formed on Monday afternoon when Michelle posted her acceptance. Veronica’s later email on Wednesday evening, withdrawing the offer and stating the MacBooks were sold, came after this acceptance. Revocation of an offer is only effective if communicated before acceptance (Byrne & Co v Leon Van Tienhoven & Co, 1880, as cited in Adams, 2021). Consequently, Veronica may be liable to Michelle for breach of contract if she fails to deliver the three MacBooks, as a binding agreement appears to have been formed.
Analysis of Interactions with Naz
Naz’s email on Monday, stating, “I will buy the whole lot for the asking price, and if I do not hear from you by tomorrow morning, I will assume that we have a deal,” raises the issue of unilateral contracts and acceptance by silence. Generally, acceptance must be communicated, and silence does not constitute acceptance unless the offeror explicitly agrees to such terms (*Felthouse v Bindley*, 1862, as cited in Beatson et al., 2016). Naz’s attempt to impose a condition of acceptance through inaction is not legally binding under English law. Veronica’s decision to ignore the email and wait for further offers does not create a contract, as she did not communicate acceptance or indicate agreement to Naz’s terms. Therefore, no contract was formed with Naz, and Veronica has no legal liability towards him.
Analysis of Interactions with Johnny
On Tuesday morning, Johnny emailed an offer to buy the entire lot for £9,000, which Veronica rejected, counter-offering at £10,000. Johnny’s immediate email response, agreeing to the £10,000 price, constitutes a clear acceptance of Veronica’s counter-offer. This exchange, conducted via email, indicates a meeting of minds, with offer and acceptance clearly communicated. Generally, email acceptances are effective upon receipt, provided the recipient has access to the message (McKendrick, 2021). As there is no indication that Veronica did not receive Johnny’s acceptance promptly, a binding contract for the sale of all 10 MacBooks at £10,000 was formed on Tuesday morning. This agreement, however, conflicts with the earlier potential contract with Michelle for three MacBooks, creating a complex situation where Veronica may have overcommitted her stock.
Potential Conflicts and Liabilities
The primary legal issue for Veronica arises from the overlapping commitments to Michelle and Johnny. If Michelle’s acceptance via post is deemed valid under the postal rule, Veronica is contractually obligated to sell three MacBooks to her at £950 each, totalling £2,850. Simultaneously, her agreement with Johnny binds her to sell all 10 MacBooks for £10,000. This conflict suggests that Veronica cannot fulfil both contracts fully, potentially leading to a breach. If Michelle insists on enforcing her contract, Veronica may be liable for damages, calculated as the difference between the contract price and the market value of the MacBooks at the time of breach, or for specific performance if the goods are deemed unique (Adams, 2021). However, specific performance is rare in contract law unless damages are inadequate, which may not apply to widely available goods like MacBooks (Beatson et al., 2016).
Veronica could argue that her email to Michelle on Wednesday, withdrawing the offer, mitigates her liability. However, as discussed, this withdrawal likely came after acceptance, rendering it ineffective. Alternatively, she might negotiate with Johnny to amend the contract to sell only seven MacBooks, though this depends on Johnny’s willingness and does not absolve potential liability to Michelle.
Conclusion
In summary, Veronica faces potential legal liability primarily towards Michelle, with whom a contract for three MacBooks at £950 each was likely formed upon posting of the acceptance letter on Monday afternoon. Her subsequent contract with Johnny for the entire lot at £10,000, while valid, creates a conflict due to insufficient stock to fulfil both agreements. No liability arises towards Naz, as no contract was formed due to the lack of communicated acceptance. Veronica is advised to seek a resolution with Michelle, potentially through negotiation or compensation for breach of contract, to mitigate the risk of legal action. Furthermore, she should review her agreement with Johnny to explore options for partial fulfilment if necessary. This situation underscores the importance of clear communication and careful management of offers and acceptances in sales transactions to avoid contractual overlaps. Legal counsel may be sought for further assistance in drafting settlement agreements or defending against potential claims from Michelle.
References
- Adams, A. (2021) Law for Business Students. 11th ed. Pearson Education.
- Beatson, J., Burrows, A. and Cartwright, J. (2016) Anson’s Law of Contract. 30th ed. Oxford University Press.
- McKendrick, E. (2021) Contract Law: Text, Cases, and Materials. 9th ed. Oxford University Press.
