Contract or impliedly. According to Section 9 of CA

            Contract is a legally binding agreement between two
parties. According to Section 2(h) of
Contract Act 1950 (CA 1950): “Contract is an agreement which can be enforce
by law.” Section 2(e) of CA 1950
states that every promise and every set of promises forming the consideration
for each other which is considered as an agreement. An agreement will bring
effects to both parties. Both parties can enforce the contract when agreement
is made. If one of the parties breach the contract, other parties can bring the
case to the court and sue him. A contract consists two main essential elements
which are offer and acceptance.

            Offer is an agreement by one party that he is willing to
do or abstain from doing something for other parties. Section 2(a) of CA 1950 states that when one person shows his
willingness to do anything to other persons, he is said to make a proposal. The
person who is making the proposal is called as ‘promisor’, ‘proposer’ or an
‘offeror’. The person who is accepting the proposal is known as ‘promisee’,
‘acceptor’ or an ‘offeree’. Offer can be made in two ways which are in
expressly or impliedly. According to Section
9 of CA 1950: “Offer or acceptance of any promise is made in the words, the
promise needs to be express while offer or acceptance of any promise is made
otherwise than in words, the promise is said to be implied.” By this, offer can
be made to specific person and only the addressee can accept the offer. Who is
not addressee, he cannot accept the offer. If this offer is accepted, it
becomes a bilateral contract. In addition, a person can make offer to public at
large. Once this offer is accepted, it is considered as a unilateral contract.

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            Boulton v Jones
(1857) 2 H& N 564, (1857) EngR 935, (1857) 2
H & N 564, (1857) 157 ER 232 is one of the cases which made offer to a
specific person. In this case, the defendant sent an order of goods to a shop
owner, Brocklehurst and this offer is addressed to him. However, Brocklehurst
had sold and transferred his business to Boulton before comes to knowledge of
the defendant. After that, Boulton sent the goods to the defendant but he had
not notified the defendant that he had taken over the business. When the
defendant received the goods, he believed that the goods had been supplied by
Brocklehurst. When Boulton give the invoice to the defendant, he refused to pay
the money. He insisted that he had intended to deal with Brocklehurst. The
court held that there was no contract between Boulton and Jones and this offer
is made to Brocklehurst.

            In offer made to public at large, this may refer to the
cases of Carlill v Carbolic Smoke Ball
Co. (1892) 2 QB 484. Carbolic Smoke Ball Company had made an advertisement
where they offered to pay €100 to anyone who suffer influenza after using their
smoke ball in a specified manner and for a specified period. To show their
intention to pay, they had deposited €1000 into a bank. The plantiff, Mrs
Carlill had bought and used the smoke ball but still suffer influenza. Hence,
she sued the company and she succeeded. The court held that the offer was made
to public at large and Mrs Carlill accepted the offer by using their smoke
ball.

            Besides that, cases of Harbhajan Lal v Harcharan Lal (AIR 1924 A11. 539) is an offer made to
public. In this cases, a young boy, Ram Kishen ran away from his father’s home.
After that, his father issued a pamphlet, states that “If anybody who can find
Ram Kishen and brings him home, will get Rs.500.” One day, the plaintiff had found
the boy, Ram Kishen. He took him to police station to make a report and sent a
telegram to Ram Kishen’s father stating he had found his son. The plaintiff
wanted to claim the reward for lost and found from the father. However, the
father said that the plaintiff had not fulfill the conditions as he had not brought
his son home. The court held that the offer is an offer made to public at large
and who read the offer was entitled to receive the reward. Hence, the plaintiff
was entitled for the reward.

            An offer must be communicated to other party so that it
can be considered as a valid contract. In S.4(1)
of CA 1950, it states that the communication of an proposal is complete
when it comes to knowledge of the person to whom the offer is made. When the
offeree knows about this offer, the communication of proposal is said to be
complete.

            The communication of an offer can refer the cases of Taylor v Laird (1856) 25 LJ EX 329. The
ship captain resigned and the former captain gave the navigation services for the
remainder of the voyage. However, it had not come to knowledge of the ship
owner as he had not requested the navigation services provided by the former
captain. In court, the former captain wanted to claim reward from the ship
owner. However, the former captain had not communicated his offer with the ship
owner. Therefore, the ship owner had no knowledge about this offer.

            Acceptance is expressed as when the person to whom the
proposal is made to him, the proposal is said to be accepted and when a proposal
is said accept, it becomes a promise between two parties according to S.2(b) of CA 1950. S.2(c) of CA 1950 states that the person who is making the proposal
is called as promisor while the person who is accepting the proposal is known
as promisee. An acceptance of an offer must be absolute and unqualified. In
other words, an acceptor need to be definite and without confusion, as well as
having the right knowledge about the offer. It is related to S.7(a) of CA 1950 which states that
acceptance must be absolute and unqualified in order to convert into a
proposal. Any acceptance which is qualified by introduction of new term is
considered as a counter-offer.

            In the cases of Hyde
v Wrench (1840) 49 ER 132, the defendant made an offer to sell his farm to
the claimant for £1000. The claimant reply for £950 for this offer but rejected
by the defendant. Then, the claimant decided to buy the farm with original
price made by the defendant. The defendant rejected his offer again and the
claimant sue him. The court held that there was no contract between them as
once counter offer is made, it destroys the original offer and cannot open to
offeree to accept the offer again.

            In an offer, acceptance must be expressed in usual and
reasonable manner unless the proposal prescribes the manner which to be
accepted by him. According to S.7(b) of
CA 1950, when the acceptor does not follow the prescribed manner, the
offeror must not keep silent. If he accepts the prescribed manner, he is
considered as he is having accepted the acceptance in the modified manner. It
can be related to the principal of silence cannot as a communication of
acceptance. Acceptance must be communicated, remaining silent cannot amount to
an acceptance.

            With this principal, this can refer to Felthouse v Bindley (1862) EWHC CP J 35.
In this cases, the uncle offered his nephew to buy his horse. He wrote to his
nephew if he did not hear more details about this offer, the horse is
considered to him. However, his nephew did not reply and sold to other person.
Hence, the uncle sued his nephew against the horse. The court held that there
was no contract as no communication of acceptance of offeree and silent is not
an acceptance.

            An acceptance must be communicated therefore it can
become a valid contract. Inversely, the contract is void if no any
communication between two parties. In S.4(2)(a)
of CA 1950, communication of acceptance is complete as against the
proposer, when it is put in the period of transmission to him, so he lost the
power to control the acceptor. In other words, when proposer sent the letter
out, he lost the power to know that whether when the letter will be received by
acceptor. In S.4(2)(b) CA 1950,
communication of acceptance is complete as against the acceptor when it comes
to knowledge of proposer.

            In communication of acceptance, one of the cases is
related to this principal which is cases of Adam v Lindsell (1818) 1 B & Ald 681. On 2 Sept, Lindsell made
an offer to Adams to sell wool by writing a letter, and Lindsell require Adams
to reply in the letter. On 5 Sept, Adams received the letter and posted the
letter of acceptance on the same day. On 8 Sept, Lindsell expected he will
receive the letter of acceptance by Adams, but he did not receive. Therefore,
Lindsell sold the wool to other person. On 9 Sept, Lindsell received the letter
of acceptance by Adams. The court held that the communication of acceptance is
completed when the letter was posted in 5 Sept.

            There is a recent cases related the valid contract in
Malaysia which is the cases of Majlis
Daerah Kuala Krai Utara v Sindaya (M) Sdn Bhd – (2013) 1 MLJ 668; (2011) MLJU
1330. In this cases, the owners of 17 buildings destroyed in a fire. After
that, he formed a committee to redevelop the fire-affected site. A contractor
decided to take the project and he gave his tender to committee. Later, the appellant
accepted the tender of respondent. The appellant informed the respondent by
letter that it could start the project since respondent already accept the term
and conditions. The court held that there was a valid contract as the
appellant’s letter amounted to a letter of acceptance and the offer was
accepted by respondent in letter.

            In the cases between Murugan and Anieta, in the
beginning, Xun Ming agreed to help Murugan to re-do the interior decoration.
Murugan think that Xun Ming cannot finish his work in the period so he decided
to cancel the contract with Xun Ming. Later, Murugan hired Anieta to re-do the
interior decoration. When Anieta came to Murugan’s restaurant, his restaurant had
been already broken out of the fire, Anieta and her workers cannot proceed
their work. By this, the issue is whether the contract between Murugan and
Anieta is valid or not. As we all know, a contract must consist the essential
elements to be considered as a valid contract. In this issue, Murugan made an
offer to Anieta and she accepted the offer, it consists two essential elements
which are offer and acceptance. Therefore, it considers as a valid contract. On
the other hand, the contract between Murugan and Anieta is similar to the cases
of Majlis Daerah Kuala Krai Utara v Sindaya (M) Sdn Bhd. Both case apply the
same principle of consisting two essential elements in a contract. Hence, the
court shall refer the cases above to determine that the contract between
Murugan and Anieta is valid or not.

            In conclusion, the contract between Murugan and Anieta is
valid.