Why Do You Want to Be Lawyer

1. INTRODUCTION 5 CCQ Artticles: 5 Comments for essay questions: 5 Brierley and Macdonald, “Quebec Civil Law” (1993) 6 Autonomy of the will theory: (B/J) 6 Ghestin: "L 'utile et le juste dans les contrats" (1981) 6

2. PRECONTRACTUAL ANALYSIS 7

What constitutes a valid offer? 7 CLL definition of an offer & an offeror 7 CML definition of an offer 7 Preliminary negotiation v. offer: 8 Harvey v Facey (1893 Privy Council) 8

Termination of an offer – lapse and revocation 8 Civil Law 8 Common law 9 Shatford v. B.C. Wine Growers Ltd (1927 BCSC) 9 Dickinson v. Dodds (1876 UK) 9

CLL: Offer ( Unilateral promise ( Synallagmatic promise 9 Unilateral promise 9 Synallagmatic promise 10 Cere v. Neeley (1980 CS Quebec) (Damages, but no specific performance) 10

The Formation of a Contract 10 NATURE OF ACCEPTANCE 10 Storer v. Manchester City Council (1974 UK CA) (Subsidized house for sale) 11 Empress Tower v. Bank of Nova Scotia (n.d. BC CA) 11 NON MATCHING ‘ACCEPTANCE’ & BATTLE OF THE FORMS 11 US Uniform Commercial Code (s2-207) 11 UN Convention on K for the Int’ sale of Goods (Vienna Convention) Art. 19 12 Hyde v. Wrench (1840 UK) (Sale of farm – non-matching acceptance) 12 CUQ v. Construction Simard Beaudry (1987 Quebec) (different form used in tender) 12 CML: UNILATERAL CONTRACTS – ACCEPTANCE BY PERFORMANCE – OFFER OF REWARD 12 The Crown v. Clarke (1927 Australia) 13 Carlill v. Carbolic Smoke Ball [1893 UK CA] 14 Errington v. Errington [1952 UK CA] (Father buys house) 14

Contracts Inter Absentes – Post-Box Rule and Rule of Reception 14 Post Box Rule -- CML 14 Household Insurance v. Grant [1879 UK CA] 15 Herthorn v. Fraser [1891 HL] (Post-box rule) 15 Rule of Reception: CLL & CML 15 Entores v. Miles Far East Corp [1955 UK CA] 16

Offer and Acceptance as a Flawed Paradigm 16 Pharmaceutical Society of GB v. Boots

Links: Brierley and Macdonald, “Quebec Civil Law” (1993) • Civil Code as social constitution ▪ Interest upon usurious loans could not be reduced (Art. 1149 CCLC Para 3) ▪ Abusive penal clauses could not be struck down (Art ▪ In reality, K exists only b/c the law allows it (1372) o Contract is necessarily fair/ just ▪ Rejection of formalism (Roman law) Ghestin: "L 'utile et le juste dans les contrats" (1981) Art. 1388: An offer to contract is a proposal o Which contains all the essential elements of the proposed contract Art. 1387: secondary terms are not necessary for the formation of a contract B/J: An offer must have the following qualities: Art. 1389: An offeror is someone who o initiates the contract