The Cancelled Wedding Marquee
Harbour Events Ltd emailed a wedding venue on 3 May offering to supply a marquee, lighting and staff for a fixed fee of £18,000, stating: 'This offer stays open until 30 May and is not revocable.' The venue replied on 6 May: 'We are interested. Can you confirm the staff-to-guest ratio?' Harbour answered the query the same day. On 12 May the venue emailed: 'We accept, subject to our standard noise curfew clause being added.' Harbour did not reply. On 20 May Harbour sold the marquee to another client and posted a letter to the venue revoking its offer. The letter arrived on 22 May. On 24 May the venue emailed: 'We accept your offer of 3 May unconditionally.' Harbour refuses to perform. The venue claims a binding contract was formed on 12 May and, failing that, on 24 May.
1. Was a contract formed on 12 May? Analyse the effect of the venue's reply and of the 6 May exchange.
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A contract requires an unqualified acceptance mirroring the offer. The 12 May email purports to accept but adds the venue's own curfew clause, so it is a counter-offer rather than an acceptance. A counter-offer operates as a rejection and destroys the original offer, so Harbour could no longer be bound by its 3 May terms unless it renewed them. The 6 May request for the staff ratio is different: a mere request for information does not amount to a counter-offer and does not kill the offer, so that exchange is neutral. The decisive point is that the 12 May conditional acceptance extinguished the offer. The venue's claim of a 12 May contract therefore fails; there was no meeting of minds on the curfew term, and no subsequent conduct by Harbour indicates agreement to that clause.
2. Assume the 12 May counter-offer did not destroy the original offer. Can the venue treat the 24 May email as an acceptance, given the revocation letter?
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Two obstacles arise. First, revocation must be communicated to the offeree before acceptance; here the letter arrived on 22 May, before the 24 May acceptance, so revocation is effective on receipt unless the offer was irrevocable. Second, Harbour promised the offer would stay open until 30 May and said it was 'not revocable'. A promise to keep an offer open is generally not binding without consideration; the venue gave none for that promise. English law does not recognise a bare irrevocable offer, so the promise fails and revocation stands. A possible argument is that the venue relied on the open period when preparing, but detrimental reliance is not a recognised substitute for consideration in this context. On balance, the 24 May email is too late: the offer had already been revoked, so no contract formed on that date either.