CONTENTS

 

1.0 Introduction

2.0 Objectives

• Main Content
• Social Arrangements and Business Agreements
• Offer
  • Characteristic of Offer
  • Offer or Invitation to Treat?
  • Termination of an Offer

4.0 Conclusion

5.0 Summary

6.0 Tutor-Marked Assignment

7.0 References/Further Readings

INTRODUCTION

An offer is a definite statement or proposition by one party called the offeror to another party called the offeree, clearly and precisely indicating the terms under which the offeror is willing to enter into a contract with offeree.

For a proposition to amount to an offer capable of acceptance, it must satisfy three conditions.

1. It must be definite, certain and unequivocal. In other words, it must amount to a definite promise to be bound, provided that certain specified terms ore
2. The proposition must emanate from the person liable to be bound if the terms are accepted, i.e., from the offeror or his authorized agent. A proposition made by a person having no authority to do so, purporting it to be an offer, cannot create contract if accepted.
3. The offer must be communicated to the offeree.

 OBJECTIVES

When you have read this unit, you should be able to:

• Identify offer
• State when offer is accepted, 

• State when offer terminates

 MAIN CONTENT

• Social Arrangements And Business Agreements

Although, you have gathered that it is often difficult to formulate ‘rules’ in your study of law in general and the law of contract in particular, we are from time to time in a position, to make an unqualified assertion which  is  not   subject   to  some   exception. In examining the tricky concept of intention, the courts have established that agreements fall into two distinct categories:

• ‘Social’ or domestic arrangements or agreements, usually made between friends or family members (a father’s promise to take his son to a concert); and
• business or commercial agreements which  totally exclude  those agreements  which are ‘social’ or ‘domestic’ in nature. An example is the  Nigerian  Government’s agreement with ABC organization to build a cultural centre in FCT, Abuja.We must  point out that both these statements represent what we call a ‘presumption’,  a   word   you will  frequently  encounter  in  your  legal studies.  In  other  words,  it  is  ‘presumed’  (or  assumed)  that   social agreements   are   not   intended   to   create legally binding obligations. Agreements between two business executives or two corporations are so presumed to have that intention of being legally binding.  However,  in both  examples,  the  intention   or   the   lack   of   it   can   be   ‘rebutted’   or disproved so that the end result is quite the opposite.

An example of a social contract is seen in the case of Balfour V Balfour (1919) 2 K.B 571. In that case a husband on leaving England for Ceylon agreed to give his wife in England, some ₤30 per month but defaulted. The wife shed unsuccessfully because  such  agreement  has   sonal   in nature   and not   legally    Also  see  Rose   & Frank Co. V. Crompton Bros Ltd (1922) 2 KB 261 and Appleson V.  Littlewood Ltd. In Wu Chiu Kuen V. Chu Shui ching  (1991)  the  Plaintiff  successfully  secured  in  court his right to a 50% share in the winnings he had accumulated with the Defendant. There was no agreement between both parties to split their winnings and there was no such contract. But the Defendant had made a ‘gratuitous’ promise without consideration  to Plaintiff  that  he would   share   his  winnings.  Consideration’  is  a  critical  element  of  a contract,   but   the   judge   found   difficulty   in   establishing  one  between parties.   Luckily for   the Plaintiff,   and   rightly so,   the judge ruled that there was between them an intention to create legal relations and thus split the winnings if $100,000.00. In Simpking V Pays (1955), the three parties – the Plaintiff, Defendant and Defendants grand daughter had a social/domestic arrangement for their joint participation in  a  Sunday newspaper  fashion  competition.  The  defendant and granddaughter required to hand over to the Plaintiff’s one-third of the winnings. The court awarded him fair share. 

Note also that the common law principle allows a party to walk away from a transaction, which is “SUBJECT TO CONTRACT”. These three words mean there is no contract until one has validly entered into a contract.

Offer

It should be noted that, for a Contract to exist, there must be an offer from offeror to offeree, and an acceptance by the person to whom the offer is addressed.

An offer consist of any definite undertaking by one person to another that he is willing to enter into a contract with him on certain specified terms. Such an undertaking must be with the intention that will become binding as soon as the offeree accepts the offer. In other words, an offer is a proposition made by one person to another willing to be bound to the proposition. The offeror is the person that is making the offer while offeree is the person to whom the offer is made or addressed.

Sagay, defined an offer as a definite undertaking or promise made by one party with the intention that it shall become binding on the party making it as soon as it is accepted by the party to whom it is addressed:

Offer could be made orally, in writing or by conduct, owning to this fact, offer may take any form between an elaborate document with numerous clauses and sub-clauses and an ordinary everyday act or conduct such as routine activities daily performed by most homo-spapiens. For instance, the students who enter a bookshop makes an offer for the book he selects and the seller show an acceptance by taking the payment of the price, the consideration. Similarly, each time a bus driver drives into a bus stop in Fajuyi Park of Ado-Ekiti for instance, his act constitutes an offer to render transport service to awaiting passenger to Ekiti State University. The passengers’ act of entering into the bus and paying the bus fare is an acceptance of the offer. In the case of Union Banks of Nigeria Limited v. Sax Nigeria Limited (1994) 8 NWLR (p 346) 150 S.C, the court held that, “an offer capable of being converted into an agreement by acceptance must consist of a definite promise to bound provided that certain specified terms are accepted”. An offer could be take the form of an express offer to a definite person and express offer to the world at large and an offer implied from conduct.

The first category is the usual type of offer, where “OJo” offers to sell his car to “Dimeji” is capable of accepting and converting it into a legally binding promise, this is because the offer was addressed to a specified person.

In Boulton v. Jones (1857) I.J EX 117, in the case, the defendant sent an order for certain goods to the shop of Broklehurst unknown to him the latter had on that day sold his business to a plaintiff. The goods were sent to Jones by Boulton. It was held that only the person to whom an offer is specifically made is capable of accepting and enforcing the agreement. Pollock C.B. delivering the judgment said, “now the rule of law is clear that if you propose to make a contract with A,  them B cannot substitute himself for A without your consent and to your disadvantage, securing to himself all the benefits of the contract. The case being that if B sued, the defendant would have the benefit of a set off which he is deprived by A’s suing”. 

Under the second category, an offer can be made to the public at large. Such offer can be accepted by anybody who performs the required services or fulfills the conditions set out in the advert. In the landmark case of Carlil v. Carbolic Smoke Ball Co. (CC) (1892) 2 qb 484; affd (1893) 1 QB 256, the proprietors of a medical preparation offered to pay €100 to any person who contacted influenza after using one of their smoke balls in the specified manner for certain period. The plaintiff contract influenza after fulfilling these conditions. The court held that she was entitled to recover the €100 deposited in the Bank.

BOWEN L.J said in the expression of his own points that an offer can be made not only to an individual or a group of persons, but also to the whole world.

Also in the case of Agoma v. Guinness Nigeria Limited (1995) 2 NWLR (pt. 380) 672 S.C, the court held on the validity of reward for the return of lost property. The supreme court held that where an advertisement offer a reward for the return of a lost property, knowing of the reward offer, he is entitled to the reward.

As for the third category, the law may imply an offer from the conduct of the parties concerned. This implication is a question of fact to be decided by the court of law depending on the circumstances of the particular case. However, the test of the existence of a contract is an objective one where the offer was an implied one. For instance, the standing offer of an automobile machine can be accepted by the insertion of the requirement money the entering of a customer into a food canteen and subsequently ordering for a meal.

Also in Major Oni v. Communication Associate (Unreported) High Court of Lagos, Lambo Suit No. L.D. 625/71 delivered Jan. 8. 1973, in the case, the plaintiff made an offer to lease his flat. The defendant replied accepting the offer provided that the air conditioners were fitted per flat. The plaintiff immediately installed the air condition. Despite this, the defendant failed to take up the flats. The plaintiff brought an action for breach of Contract and the court held that there was a valid Contract between them.

In addition, for an offer to be valid, it must be communicated except the offer is an implied one. There are some instances where an offer would not be deemed to exist but an invitation to treat. An invitation to treat is not an offer but a preliminary stage in the making of agreement, where one party seeks to ascertain whether the other party would be willing to enter into a contract and if, so upon what terms?

Example of such is a situation where price tags are put on articles for sale, invitation to tender, auction, adverts, display of goods in stores, supermarkets and pharmaceuticals shops etc.

It worthy of note that an invitation to treat is of no effect in law and can not be regarded as an offer worthy of acceptance.

Characteristics Of Offer

• it is a special kind of promise that is conditional upon the offeree making a return promise known as the consideration. It is a definite intention on the part of the Offeror to contract within the offeree.
• It may be made to the whole world. In Carlil v. Carbolic Smoke Ball (1892) 2 Q.B. 484, the defendant company, Carbolic Smoke Ball manufactured a medicine for curing influenza. It advertised it claiming that no one who used the medicine could ever catch influenza again. The company even deposit One Thousand pounds sterling (£1000) in the bank. The plaintiff used the medicine and still caught influenza. He then sued for damages, the court held that since the advertisement was made to the whole world, anyone interested could come forward, accept and performed the condition and that as such, there existed a
• An offer must be complete. This means that all the vital terms must be present. For example, A offers B a lease but fails to state the commencement date. That will be an incomplete

• An offer must be final. For instances, an offer to sell subject to condition is not a definite promise. /it amounts to encounter offer. However, any efforts made towards the execution of a condition could be regarded as an acceptance as was held in Major Oni v. Communications Associations of Nigeria High Court, Lagos, Suit No. L.D/625.71.
• An offer must be objectively clear, that is , must not be vague nor
• An offer must be distinguished from an “invitation to treat” An invitation to treat is an assertion of readiness or preparedness to negotiate. The display of goods in shop windows and department stores are mere invitation to treat and not an offer. In Pharmaceutical Society of Great Britain v. Boots Cash Chemists (1953) 1 Q.B. 401, where customers were allow to pick their goods in a self-service chemist shop it was held that there was no contract subsisting between the desk. Also in Fisher v. Bell (1961) 1 Q.B. 394 where the defendant display a knife in a window shop and was consequently charged with a criminal offence. It was that the display with a price tag was mere invitation to treat and not yet an offer.

See also Olaopa v. Obafemi Awolowo University (OAU) (1997) 7 N.W.L.R (pt 354) 204. Respondents invited Appellant to a meeting to discuss the possibility of developing their land at Ibadan. Appellants were Architects, Designers and Consultants.

Prior to the making of a formal contract, Appellant made the designs and forwarded same to the Respondents with a claim for the feasibility survey fees. Respondent refused to pay and Appellants sued. Court held that there was no contract that could be enforced because the meeting was only an invitation to treat and not an offer. Other examples of invitation to treat are:

1. Advertisement in catalogue as was held in Patridge v. Crittenden (1968) 2 E.R. 421 was regarded as not being an offer by any means though the offeror may call it an
2. Invitation for job interviews
3. Request for tenders
4. Negotiate for sale of land
5. Auction sale. Mere bids do not constitute an offer as was held in Payne v. Cave (1989) 3 T.R.

Offer must be communicated to the offeree that is the acceptor must have knowledge of the offer. A person cannot accept the offer of which he has no knowledge as was held in R.v.Clarke (1927) 400 Cr. L. Rep. 277.63.

Offer or Invitation to Treat?

For an offer to be capable of becoming binding on acceptance, it must be definitely clear and final. If it is merely a preliminary move in negotiations which may lead to a contract, it is not an offer but an invitation to treat. The offeror must not “merely have been feeling his way towards an agreement, not merely initiating negotiations from which an agreement might or might not in time result”. As Bowen, L.J., stated in Carlill v. Carbolic Smoke Ball Co. (Supra), a person making an offer becomes “liable to anyone who, before it is retracted, performs the condition…” whereas by contrast, in invitations to treat, …you [the offeror] offer to negotiate, or you issue advertisements that you have got a stock of books to sell, or houses to let, in which case there is no offer to be bound by any contract. Such advertisements are offers to negotiate – offers to receive offers – offers to chaffer…

The important point to note is that an invitation to treat not being an offer, but being a phenomenon preliminary to the offer, is not capable of an acceptance which will result in a contract.

i.  Auctions

An auctioneer’s request for a bid is not an offer but an invitation to treat. The bid itself is the offer, and acceptance occurs when the auctioneer’s hammer falls – Payne v. Cave (1789) 3 Term. Rep. 148. This common law position is confirmed by section 58(2) of the Sale of Goods Act 1893, applicable to all the northern and eastern state of Nigeria as a pre-1900 English statute of general application. In Lagos State, the western states and Edo and Delta States, the applicable laws are the Sale of Goods Law Cap. 125 (1973) for Lagos State; the Western Region Sale of Goods Law Cap 115 (1959) for the western states and the Sale of Goods Law Cap 150 (1976) for Edo and Delta States.

From the above analysis of the auction, it is clear that until the fall of the hammer, any bid may be withdrawn.

It has also been held that an advertisement that an auction sale will be held at a certain venue does not amount an offer to hold it. Thus, an auctioneer is under no liability to anyone who comes to bid for the sale if the sale is cancelled or a particular lot is withdrawn. Harris v. Nickerson (1873) 28 L.T. 410 Law, cap. 126, 1973. Laws of Lagos State.

ii.   Display of goods in shelves in a shop, supermarket, self-service shops, etc.

It has been held that the display of goods in the above, and similar instances and situations, constitutes an invitation to treat, not an offer. Thus, it is the customer or client who makes the offer by picking up the objects, or collecting the items in a tray and taking them to the sales clerk. The latter accepts on behalf of the proprietor of the establishment by accepting money from the customer. Pharmaceutical Society of Great Britain v. Boots Cash Chemists (1953)1 QB 401; Fisher v. Bell (1961) 1 QB 394; Partridge v. Crittenden (1968) All E.R. 421, D.C. It, therefore, follows that before money is accepted, any of the parties to the transaction can refuse to carry on with in, there being as yet no contract and  no liability. The classic illustration of the application of this principle is Pharmaceutical Society of Great Britain v. Boots Cash Chemists (1953)1 QB 401.

In that case, the defendants owned a chemist shop organized in accordance with the self-service system. A customer selected a drug with poisons in it which the law required to be sold under the supervision of a chemist. Although the shop had a resident chemist who was authorized to prevent customers from removing dangerous drugs without proper authority, the question arose whether the display of the drugs on the shelves was not an offer, in which case acceptance took place when a customer put the drug in the shopping basket provided by the defendant’s shop. If this was the case then it would be too late to prevent a customer from removing the drug since the contract to buy and sell would have been concluded by the acceptance. The action was brought as a test case to determine whether there had been an acceptance in the above circumstances.

• An advertisement of goods in a catalogue Grainger & Son v. Gough [1896] A.C. 325iv.
• Invitation To Tender
• An invitation to tender is merely an invitation for offers from interested parties and is not itself an offer Spencer v. Harding [1870] 5 C.P. 561; 39 L.J.C.P. 332. Therefore, the highest bid for any goods or property on tender, or the lowest tender in respect of tenders for the construction of buildings may be rejected without any legal consequences. Since the invitation or advertisement is no more than an invitation to treat, the bid or tender is merely an offer which may or may not be accepted by the advertiser. Only on acceptance of the offer by him does a contract come into existence between the parties.
• V.  Buses, taxis, trains, etc.

The point at which an offer is made in contracts of conveyance between bus owners, railway companies, taxi owners, etc., and passengers remains a continuing source of controversy. Take the bus for instance. Who makes the offer? It is the passenger who waits at the the bus stop, in which case the bus company that makes the offer by stopping at the bus stop, which the passenger accepts by stepping into the bus? The varieties and possibilities are numerous. In one case it was even stated obiter that by issuing advertisements, a bus company was making offers to intending passengers. Wilkie v. London Passenger Transport Board [1947] L.J.R. 864.

Thus, the passenger’s entry into the bus is the acceptance and the offer must have been made to the bus company when its vehicle stopped at the bus stop. The passenger, by waiting at the bus stop, was inviting an offer from the bus company, i.e., he was making an invitation to treat.

 Termination Of Offer

An off becomes effective when it is accepted. It has no legal effect unless accepted an offer may be terminated in any of these ways namely:

1. Revocation
2. Death

• Lapse of time

1. Rejection

(i)  By revocation

An offer may be withdraw before it is accepted. this rule is applicable even if he offeror expressly stated that he will keep the offer open for a given period as was decided in Dickinson v. Dodd (1876) 2 Ch. D. Defendant offered a house for sale 10, the offer was to remain June 12. On June 11 plaintiff heard that the house had been sold to another person. Plaintiff accepted by June 12. It was held that the revocation was effective and that no contract existed.

Also in Routledge v. Grant (1826) Bing. 653, where G offered to buy R’s house and give six weeks period to R to decide. G withdrew offer before the six weeks expired. It was held that he could withdraw the offer at any time before acceptance. For revocation to be effective it must be communicated to the offeree. Mere posting of letter or telegrams is not sufficient. It must be actually received. Furthermore, in Byrne v. Tienhoven (1880) 5

C.P.D. 344. It was held that the offeror’s letter of revocation posted three clear days before the offeree posted his acceptance letter, was ineffective because the revocation letter was not actually received by the offeree.

(ii) By Death

This could be the death of one or both parties before acceptance or of offeree before acceptance or of offeror before acceptance as was held in Duff’s Executive’s case (1886) 32 Ch. D. 301, where the company offered shares to D, D died before accepting. However, D’s executor claimed acceptance. It was held that the offer had lapsed upon Duff’s death.

An offer may be constituted by a tender, if the offer relates to a single transaction. Tender nays constitute a definite offer which may be accepted to form a binding contract. However, if it is for the supply of goods and services as and when demanded, then it becomes a standing offer. In the case of a standing offer, there is a separate acceptance and contract each time an order is placed. A standing offer may be revoked at any time excepted in respect of goods and services actually ordered. In Percival v. London County Council (1918( 87 L.J.K.B. 677, plaintiff submitted a tender for the supply of goods in such quantities and at such times as defendant should from time to time order. The tenders were accepted but the goods were ordered elsewhere. The court held that there was no contract therefore no beach. A contrast to this case was the Great Northern Railway v. Witham (1873) L.R. 9. C.P. 16. In this case, the plaintiff accepted the tender of the defendant for supply of goods for twelve months “in such quantities as the company may order from time to time.” Several orders were made and executed but the defendant refused to execute one. It was held that there was a standing offer to be converted into a series of contracts by the subsequent act of the plaintiff. The plaintiff therefore succeeded in their action for beach.

 

Where there are cross-offers through letters, there will be no binding contract as was held in Tinn v. Hoffmannand Co. (1873) 29 L. T. 271. The defendants wrote to the plaintiff on November 28, 1871, offering to sell him 800 tons of iron at 69 shillings per ton. On the same day the plaintiff wrote to the defendants offering to buy 800 tons at 69 shillings per tons. The letters crossed in the post. The plaintiff contended that there was a contract for 800 tons at 69 shillings per ton. It was held that there was no contract. There were merely two simultaneous offers.

(iii) Lapse of Time

An offer stated for a fixed time must be accepted within that time – Ramsgate Victoria Hotel v. Monteffiore (1866) L.R. 1 Exch. 109. An offer made without a fixed time will lapse after a reasonable time. Offer of perishable goods lapses within short time. In the above case, the shares of a company were offered in June but was accepted in November. It was held that the offer had lapsed because the interval was unreasonable.

(iv) Rejection

Rejection of an offer is another way of terminating an offer where an offeree rejects an offer, it becomes terminated. Rejection can also come in an indirect form where an acceptance involves a variation or modification of the original offer. A rejection, however, does not terminate an offer until it is communicated to the offeror. For instance, if Ade makes an offer to Dada and Dada by post rejects the offer if Dada changes his mind, he can still telephone or telegram acceptance after the initial rejection, actual reach the offer or before it takes effect.

Some offers are left ‘open’ for a specific period of time, in which case it will terminate on a certain date. If there is no time limit stated, then the offer remains open for a ‘reasonable period’, ‘reasonable’ being based on the circumstances and subject matter of the contract. Some offers are ‘irrevocable’ for a certain time period, during which the offeror cannot withdraw the offer until that date. However, in these circumstances, for  the offeror’s offer to be irrevocable, some consideration (a concept we will later examine) will be paid by the offeree for the privilege of ‘tying the offeror’s hands so that the offer cannot be withdrawn or offered to someone else.  This  type of offer  is usually  referred to as an option.

Having read the various cases so far outlined you should be able  to analyse the  following general principles:

• parties may change their minds, and withdraw from negotiation before contract has been formed:
• Revocation of an offer by the offeror,  subject  to   the following material   in   this  unit,  may  be  revoked   at   any   time   before acceptance by  the offeree and  it  must   be communicated to the offeree: Byrne V. Van Tien Hoven (1880) 5 C.P.D. 344
• Personal communication  by  the  offeror  to   the   offeree   is   not necessary, unlike the need for communication of acceptance by the offeree  to  the    In other  words, revocation can be communicated by a third person provided the offeree is aware of it: Dickenson V Dodds (1876) 2 Ch. D. 463.
• SELF ASSESSMENT EXERCISE

1. Musa, an antiques dealer in Wuse, Abuja, displays a Portrait of Queen Amina in his window, marked N20,000. Jennifer walks in and places N20,000 on the counter and asks  for  the    Musa says,  “sorry,  Display  purposes  only,   Not   for   sale”.  Advise Jennifer.   Would your advice be different if Musa were running his shop on a self-service basis and Jennifer placed the vase at the cash register and tendered her N20,000?
2. Adamu examines an expensive European car in Allen Avenue showroom and asks Billy, the salesman, to hold it for 24 hours while he discusses the purchase with his wife. The next morning, after he has obtained her approval, he leaves for the

In a traffic jam in Ikeja area, he sees his friend Dare driving the car he was going to buy. Dare says he bought the car the evening before. Adamu rushes to the showroom where Billy confirms the sale. Can Adamu successfully sue him and /or the showroom owner?

CONCLUSION

In this unit, you learnt about offer. Your attention was drawn to situations and cases that will enable you to decide whether: a particular  statement  is  an  offer  or   an invitation to  treat,  or  whether   a communication is a counter-offer or an inquiry.   You also   learnt about the Postal Rule and exceptions to it. You can now thrill yourself with the implication  of  telephone  calls  and  E-mail  communication  for contract formation. Well done. Now we have to move on to consider a very fundamental concept of consideration. Let’s go.

SUMMARY

We must now move away from the complexities of offer and acceptance as it is now time to analyze another fundamental essential element of the contracting process: acceptance. Before then. Note the following additional information.

To  say  there  is  a  contract means  that  the  parties  have  voluntarily assumed  liabilities with regard to each other. Communications which lack requisite intention are not offers, examples.

• statement of intention: Harris V. Nickerson (1873) L.R. 8 QB 286
• statement which supplies information: Harvey V facey (1893) A.C. 552
• Invitation to treat: Pharmaceutical Society V Boots Cash Chemists (Southern) Ltd. of Great Britain (1952) 2 All E.R 459
• Advert: Partridge    v    Crittenden  (1968)    see    contrary    view in Carlill V Carbolic Smoke Ball Co (1892) 2
• Request for tenders:Spencer v. Harding (1870) 5 C.P. 561; 39 L.J.C.P 332
• Auctioneers request for bids: Warlow V Harrison (1859) I.E. and E. 309

You remember that we said that an offer must be communicated if it has to be effective. Similarly, if there must be a contract, there must be an acceptance of offer. Acceptance may be words or by conduct. Brogdan V Metropolitan Railway Co (1877) 2 AC 666

Note also that    there are exceptions to the rule tha acceptance must be communicated examples:

• Where offeree waves the requirement of communication: Carlill V Carbolic Smoke Ball (Supra)
• The postal acceptance Rule: Adams V Lindsell (1818) 1 B & A 681

TUTOR MARKED ASSIGNMENT

1. State the rules relating to offer and acceptance which apply to \contract made by
2. Consideration may be executory or executed, but it must not be Explain this statement with reference to decided cases.

REFERENCES/FURTHER READINGS

BELL, MALCOLIN W: The Law of Contract: Elements and Terms in Corporate Law. The open University of Hong Kong 2001

BLACK’S LAW DICTIONARY 7th Ed.

CURZON. B Dictionary of Law 3rd Ed.

FOGAN. P. Law of Contract malthouse Press Ltd. Lagos 1997.

OYAKCHIROMEN &ANOR: Compendium of Business Law in Nigeria, 2004 MACMILLAN C. & STORE R: Elements of the law of Contract Univ. Glondon Extenal Programme, 2003

1. SAGAY, Nigeria Law of Contract , 2^nd Ed., Spectrum Books Limited, Ibadan 2001 OLUWASEGUN YEROKUN, Modern Law of Contract, 2^nd ed., Nigeria Revenue Projects Publication, Lagos State University, Ojo, Lagos 2004

T.O DADA, General Principles of Law, 3^rd ed., T.O. Dada & Co. (2006)

EWAN MACINTYRE, Business Law, 1^st ed., Pearson Education Limited (2008)