Withdrawal of a Proposal Q1

(a) Describe the ways that proposal of a contract can be withdrawn. (15 marks)

(b) Define the express and implied terms in a contract. (5 marks)

(20 marks, 2015 Q1)

(Correction 02.08.2016)
*Refer Angie's answer here.

A good write up is available here - by Dr Robert N Moles and Bibi Sangha, entitled Termination of an offer, published by Network Knowledge.

In order for there to be a valid acceptance there must be an offer to which that acceptance is a response. This principle requires not only that an offer has been made but that it is in existence at the time of the acceptance. An offer may come to an end in a number of ways. 

  1. Revocation
  2. Rejection (explicitly or by counter-offer) 
  3. Termination (lapse of time)
  4. Death
  5. Condition bringing an offer to an end.

Revocation of proposals and acceptances
Section 5. (1) A proposal may be revoked at any time before the communication of its acceptance is complete as against the proposer, but not afterwards.

Hence, in the above scenario, the girl can no more withdraw her proposal if the boy had already agreed to become her boyfriend. The moment he says 'yes' to her, they are already in boyfriend-girlfriend relationship.

Of course, she can still reject him as her boyfriend, or break away the relationship. But, the boy has already become her boyfriend at the stage of their severance of relationship. This is breach of contract.

How the withdrawal can be made

Revocation how made
Section 6. 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.

In simple sense, the withdrawal is done when:

1. communicated (like in the earlier Part 1)

2. no response or no acceptance within reasonable time

3. if there is any condition in the proposal, the condition being not fulfilled. For example, when the girl proposed to the boy that if he wanted to be her boyfriend, he has to do this, do that... and nothing was done.

4. when the proposer dies, or become insane. Example, when the girl dies or had become insane.

Assuming that he did not know the girls is dead, he can still made his acceptance. The contract is still valid and would be performed by the person who inherit the girl's estate. Of course, if this is a case of marriage, then it cannot be performed as it is frustrated by ACT of GOD.

On the other hand, if it is a plot of land, the acceptance to purchase the land is still valid although the owner had passed away. The buyer can claim that the contract is valid when he accepted the proposal without notice that the owner had died. In this context, he would carry on this contract with the estate of the deceased.

See Agency terminated by death here.

5 & 6 Contracts Act, 1950.
[x] Own account.

(b) 'Express' and 'implied' term in a contract.

The question is about the term used in a contract, not the way of appointment of an agency contract - which is specified in S.140 CA50 Definition of express and implied authority.

Hence, the question is a general one, not referring to any section of the Contracts Act, 1950.

A few sites are good in explaining the terms - express and implied, the difference between them.


e-lawresources.co.uk here.

Express term is easier to understand as it is those terms which both contracting parties are specific about. However, implied terms are blur because it may be important but not specific to the contract. From Investopedia, it provides definition of 'Implied term' -

DEFINITION of 'Implied Contract Terms'

Items that a court will assume are intended to be included in a contract, even though they are not expressly stated. Business people generally do not want to rely upon a court's interpretation of implied terms, so a good contract will often be very lengthy so that as many material items as possible are written into the contract. However, when it is not possible to cover every possible detail, a lawyer may appeal that such terms were implied in order to give force to the intent of the contract.

BREAKING DOWN 'Implied Contract Terms'

Contract terms can be implied in a number of ways. For example, in many transactions involving the purchase of goods or services, there is an implied warranty of merchantability. That is, it is implied that what you are buying will serve the purpose that would be reasonably expected. This contract term is implied even when there is no written or oral contract. In other cases, contract terms may be implied where the intent of a contract obviously necessitates the inclusion of certain items. Even stating express terms to the contrary may not be sufficient to negate certain terms implied by the law.

Read more: Implied Contract Terms Definition | Investopedia http://www.investopedia.com/terms/i/implied-contract-terms.asp#ixzz3ll3FyNtO 
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Below is a verbatim from Jim Riley's write up on these terms:

Contract - Express & Implied Terms
AuthorJim Riley  Last updated: Sunday 23 September, 2012

Contract: express and implied terms

How are terms incorporated into a contract? At first it looks like a silly question, because we’d usually expect them to be explicitly included in the contract. Express terms are terms that have been specifically mentioned and agreed by both parties at the time the contract is made. They can either be oral or in writing.

However, sometimes a term which has not been mentioned by either party will nonetheless be ‘included’ in the contract, often because the contract doesn’t make commercial sense without that term. Terms like this are called implied terms, and there are two main types:

  • Terms implied by statute: the Sale of Goods Act 1979. The key provisions are:
  • Section 12: the person selling the goods has to have the legal right to sell them.
  • Section 13: if you’re selling goods by description, e.g. from a catalogue or newspaper advert, then the actual goods have to correspond to that description.
  • Section 14: the goods must be of “satisfactory quality” – that is, they should meet the standard that a reasonable person would regard as “satisfactory”. Also, if the buyer says they’re buying the goods for a particular purpose, there’s an implied term that the goods are fit for that purpose.
  • Section 15: if you’re selling the goods by sample – you show the customer one bag of flour and they order 50 bags – then the bulk order has to be of the same quality as the sample.
  • Terms implied by the courts
  • As a matter of fact. Something that’s so obviously included that it didn’t need to be mentioned in the contract. If I agree to pay you £50 for a lawnmower, it probably wouldn’t occur to us to write down that we mean fifty pounds sterling, as opposed to any other sort of pound. That’s obvious to both of us. (Beware of this point – it has to have been obvious to both parties – it’s not enough to show that one party thought it was included, or that the contract would have been more reasonable with the added term.)
  • As a matter of law. This is about general considerations of public policy – the courts are laying down, as a matter of law, how the parties to certain types of contract ought to behave. For example, in one case, the courts held that landlords of blocks of flats ought to keep the communal areas (lifts, stairs etc) in a reasonable state of repair – so that term was implied into the rental contract.
  • Customary terms. Some terms are generally known to be included in contracts in a particular trade or locality. Amongst bakers, “one dozen” means thirteen – they don’t have to include terms in every contract specifying that.

Do note that any of these terms implied by the courts can be excluded with an express term. If a bakers contract has a clear term in it that says “one dozen means twelve for the purposes of this contract”, then the courts can’t say that a dozen has to equal thirteen!

Jim Riley. 2012. Contract - express and implied terms. Tutor2u.net, available at