Objectives of the Thesis The objectives of the thesis encompass clarifying the concept of contractual offers,analyzing the relevant regulations within the current Vietnamese legal system
Definition of contract and its elements under German law
In German law, a contract (V ertrag) is a legally binding agreement between two or more parties that creates rights and obligations Freedom of contract
The principle of contractual freedom (Vertragsfreiheit) is safeguarded by the Basic Law in Germany, allowing parties to create agreements without the necessity of consideration and to define their terms as they see fit (Inhaltsfreiheit) Contracts are not bound to any specific format unless mandated by law (Formfreiheit) However, this freedom is not absolute; there are limitations on the content of contracts, and the right to enter into agreements (Abschlussfreiheit) is also restricted under German law.
In German Law, the rules governing contract formation are primarily located in Book One, Section III, Title 3 of the Civil Code, specifically §§ 145-157, which focuses on "Contract" (Vertrag) Although the Civil Code does not explicitly state that a contract arises from an offer and acceptance, it is established that these elements are essential for contract formation, mirroring principles found in English law Understanding these foundational aspects is crucial for comprehending the nature of contracts in German legal context.
2 Grmdgesetz (GG) Art 2(1) (Federal Constitution).
Dr Arua Katharzu Suzuki's work, "Klassen: A Comparative Study of the Formation of Contracts in Japanese, English, and German Law" (2020, p 217), highlights the globally acknowledged theory that a contract is established when one party makes an offer, which is then accepted by another party.
In German law, the formation of a contract necessitates a meeting of the minds between the parties involved This principle, known as consensus ad idem, emphasizes the need for mutual understanding and agreement on the essential terms of the contract, as outlined in Section [insert relevant section number].
According to Section 145 of the German Civil Code (BGB), a contract is established when an offer is met with clear acceptance that aligns with the terms of the offer This mutual agreement typically occurs when one party presents an offer (Angebot) and the other party responds with acceptance (Annahme).
The CISG (Article 14 CISG) and many other jurisdictions provide similar rules”.
The division of the contracting phase into 'offer' and 'acceptance' serves as a valuable theoretical framework for examining the agreement between parties, despite the often chaotic nature of the contract-making process Since offer and acceptance represent declarations of intent, these three elements are fundamentally interconnected in the formation of a contract under any legal system.
In German law, the concept of "consideration" (Gegenleistung) signifies the reciprocal exchange of value or benefit between contracting parties This principle, known as "do ut des," encapsulates the idea that one party provides something of value with the expectation of receiving a corresponding benefit in return.
*” Stephen A Smith, Contract Theory, 2004 page 167-208
A proposal for a contract directed at specific individuals qualifies as an offer if it is clear and demonstrates the offeror's intention to be bound upon acceptance An offer is considered sufficiently definite when it identifies the goods and explicitly or implicitly establishes provisions for determining the quantity and price.
A proposal that is not directed at specific individuals is generally regarded as an invitation to make offers, unless the proposer explicitly indicates otherwise.
In order to form a valid contract, each party must offer something of value, such as goods, services, or money, even though the requirement of consideration is not explicitly mentioned in the German Civil Code (BGB) This implicit element is crucial in contractual relationships Notably, under German law, contracts deemed immoral are rendered void in accordance with §138 of the Civil Code.
A legal transaction is considered void if it contradicts good morals, as interpreted by German courts, which define "immoral" as actions that violate the fundamental sense of decency and fairness German case law recognizes that immorality encompasses more than just sexual misconduct; it also includes contracts that unjustly restrict trade or infringe upon an individual's independence and economic freedom, rendering such agreements void.
Legal capacity is essential for parties to enter into a contract, as they must possess the legal competence to do so Generally, anyone can engage in a contract; however, exceptions exist to protect individuals, such as minors, whose judgment may be impaired, making it unreasonable to hold them accountable for their agreements.
Introduction to the Concept of Offer and Its Role in Contract j8mprsirrpSSrmmrraosareer ẽ erereerynt |) 2.2.4 Essential Elements and Requirements for an Offer under German Law etictrinkes imi ete ea oe 2.3 The concept of Offer presented under Vietnamese Law
2.2.3.1 The concept of an offer (Angebot)
'* Emest G Lorenzen, CAUSA AND CONSIDERATION IN THE LAW OF CONTRACT, The Yak Law
Jounal, Vol 28, No 7 (May 1919), page 621-646
`! Ehusche ichmgen des Reichsgerichts mn Zivilsachen (RGZ) RGZ48, 124.
Entscheidewngen des Bundesgerichtshofes m Zivilsachen (BGHZ) BGHZ 10,232 © Article 104,105 of BGB
In German law, an offer is a crucial element for contract formation, representing a promise by the offeror to be bound by the terms proposed Offers can be made either explicitly or implicitly, but they must clearly outline the essential components of the contract (essentialia negotii) to be valid These essential stipulations must be ascertainable, allowing for a straightforward acceptance For example, in a sales contract, the price and the item for sale must be identifiable, although the parties may defer the determination of the price to either one of them or a third party, such as an expert Additionally, the law allows for exceptions to strict completeness; for instance, a contract is formed when a passenger instructs a driver to take them to the airport, even if the price has not been discussed.
" § 145 BGB at least suggests that an offer referred to m the code as an Antrag, is a proposal In academic
Iterature , it has been defined as ‘a one-sided declaration of intention that needs to be received and that aims at
TM Basil Markesinis, Hames Unberath & Angus Johnston, The Gemum Lav of Contract: A Comparative Treatise
* Arthur Taylor von Mehren, ‘The Fonmation of Contracts’, hternationa] Encyclopedia of Comparative Lavy, vol VT1/1 (2008),no 9-60.
* He nut Kohler, BGB: Allgeme mer Teil (40th ed 2016)
Specification of performance by one party
(2) E paformance is to be specified by one of the contracting parties then m case of doubt it is to be assmmed
‘that the specification is to be made at the reasonably exercised discretion of the party making =.
(2) The specification is made by declaration to the other puty.
When a specification is determined at the reasonable discretion of one party, it becomes binding on the other party only if it is equitable If the specification is deemed inequitable, it will be established through a judicial decision This also applies in cases where there is a delay in making the specification.
Specification of perfamance by a third party
When performance specifications are delegated to a third party, any uncertainty should be resolved by assuming that the specifications will be determined based on the reasonable discretion of that third party.
In cases where specifications are provided by multiple third parties, unanimous agreement is required in situations of uncertainty When various amounts are specified, the average amount will be applied If a person consistently fulfills an obligation for payment, it is assumed that the parties have implicitly agreed on a price, obligating the customer to pay either the standard tariff or, in the absence of a tariff, the customary remuneration These principles are outlined in service contracts and work contracts as per relevant legal provisions.
2.2.3.2 Distinguishing with Invitations to Treatistinguis!
In contract law, it is crucial to differentiate between an offer and an invitation to treat (invitatio ad offerendum) An offer indicates a clear intent to be bound by specific terms, while an invitation to treat serves as a preliminary statement that invites others to submit offers Common examples of invitations to treat include advertisements on websites, newspaper ads, and promotional materials like catalogs, as they allow the seller to maintain control over the final decision in the contract formation process.
In supermarkets, the display of goods on shelves raises a debate about whether it represents a binding offer or merely an invitation to contract It is commonly argued that these displays should be considered invitations to treat, allowing sellers to retain the right to accept or reject customer offers This approach is favored for several reasons, including the seller's desire to avoid unintended contractual obligations.
(2) Renamuration is deemed to have been tacitly agreed É m the cecummstances # 3 to be expected that the service is rendered only far remameration.
(2) E the amour of rennmeration is not specified, then # 4 tariff exists, the tariff remmmeration is deemed to be agreed, if no tariff exists, the usualrenameration is deemed to be agreed.
(2) Rensmeration for work is deemed to be tacitly agreed if the production of the work, mthe crcumstances , is to
‘be expected only mretum for remameration.
If the amount of remuneration is not specified, a tariff applies, and the remuneration is considered agreed upon In the absence of a tariff, the customary remuneration is assumed to be accepted.
(3) incase of doubt, remnnveration is not to be paid for a cost estimate
In German law, an "Invitation to make an offer" (Aufforderung zur Abgabe eines Angebots) is relevant for contracts with specific customers, particularly those with a history of late payments Sellers must also verify product availability, as items may sell out before a buyer shows interest In a supermarket setting, a contract is typically formed only when a customer presents their selected goods at the checkout, where the cashier accepts the offer on behalf of the store.
At self-service fuel stations, a contract is established as soon as a customer begins to fill their tank This immediate formation of the contract aligns with the interests of both the seller and the buyer The seller has delivered the product, while the buyer, unable to return the dispensed fuel, intends to keep it, regardless of the seller's ultimate contracting intentions.
The "Lederwaren" case, decided by the German Federal Court of Justice, illustrates a key principle in German contract law In this case, a customer selected a pair of shoes from a display and attempted to purchase them at the displayed price However, the cashier refused the sale, demanding a higher price instead The court ruled that the display of goods was merely an invitation to treat, not a binding offer The act of the customer presenting the shoes to the cashier was deemed an offer, and the formation of the contract hinged on the cashier's acceptance or rejection of that offer This case underscores that in retail transactions, sellers maintain the right to accept or decline customer offers.
The "Brotmaschine" case involved the sale of a bread-making machine, where an advertisement included the machine's price and an order form The court ruled that this advertisement and form were an invitation to treat, not a binding offer When customers filled out and submitted the order form, they made an offer, which the seller could then accept, thus forming a contractual relationship The court highlighted that by providing the order form, the seller was inviting customers to submit offers rather than making a binding offer themselves.
In German contract law, it is crucial to differentiate between offers and invitations to treat, as advertisements, catalogs, and displays of goods are generally viewed as invitations to treat, allowing sellers to retain the right to accept or reject offers A contract is formed when the offeree presents an offer that the offeror accepts, with German courts providing clarity on the application of these principles in various scenarios Notably, while postings of goods for sale and advertisements do not constitute binding offers, a contract is established at a supermarket when a customer's offer is accepted at the counter Conversely, in a self-service context, the contract is considered concluded once the buyer begins dispensing fuel.
2.2.4 Essential Elements and Requirements for an Offer under German Law
An offer becomes effective when it reaches (zugehen) its addressee (§ 130
*chapter I Vol 1 BGB) From this moment on, the declaration becomes binding (§
According to §145 BGB, a contract can be formed upon acceptance of an offer §130 Chapter I Vol 1 BGB outlines that an offer is considered to have reached the recipient when they become aware of it Importantly, an offer may also be deemed effective even before the recipient acknowledges it, provided it has been delivered to their sphere of influence—such as a letterbox, email inbox, or voicemail—and a reasonable amount of time has passed for the recipient to notice the offer under normal circumstances.
The offeror must demonstrate a genuine intention to be legally bound by the terms of the offer once accepted by the offeree, distinguishing a valid offer from a mere invitation to negotiate.
2.2.4.2 Withdrawal and Termination of Offers
German law differs from common law by generally prohibiting the revocation of a binding offer, highlighting a key distinction between the two legal systems The German Civil Code (BGB) emphasizes the significance of commerce and the need for legal certainty for contracting parties to justify this binding effect Nonetheless, there are notable exceptions to this general rule.
Exfectiveness of a declaration of mtent to absent parties
Definition of contract and its elements AO 3.3.2 The concept Of Offer 5:0: :c:cvsscsssaiwcascsatearcessecctionss osiesceeateaa aes 42 2.4 Comparison between Vietnamese, German and English laws on 2.4.1 Similarities and differences between English, German, and
In the Vietnamese legal context, a contract is defined as a legally binding agreement between parties, governed by the Civil Code, Law No 91/2015/QH13 This legislation outlines that each party involved has specific rights and obligations to fulfill certain actions or provide goods and services.
At the heart of contract formation lies the concept of an offer, which is a proposal made by one party to another, signifying the intention to enter into a contract This offer outlines the specific terms and conditions that the offeror is prepared to accept According to Article 385, a contract is defined as an agreement between parties concerning the establishment, modification, or termination of civil rights and obligations.
Article 386 emphasizes the significance of offers in entering civil contracts, highlighting that the offeree can accept, reject, or negotiate the terms These offers are crucial for establishing mutual assent and creating legal obligations between parties.
For a contract to be legally enforceable, it is essential that the offer is clear and specific, allowing the offeree to fully understand and assess the terms This clarity helps to avoid misunderstandings and disputes that may arise from vague or ambiguous offers.
Effective communication of an offer is vital for establishing valid and enforceable contracts The offeror must present the offer to the offeree in a way that provides a reasonable opportunity for acceptance or rejection The chosen method of communication—whether in-person, written, or electronic—can significantly impact the timing and effectiveness of the offer Understanding the rules and principles governing the communication of offers is essential for both parties involved.
The termination and withdrawal of offers are critical factors to consider, as offers can be revoked before acceptance in specific situations It is essential for parties to comprehend the conditions and limitations that govern the termination or withdrawal of offers to accurately evaluate their status and validity.
While exploring these aspects of contract law in Vietnam, it is beneficial to draw insights from German and English contract law These legal systems have
An offer to enter into a contract signifies a clear intention from the offeror to establish a binding agreement with a specific party or the public, collectively known as the offeree.
When an offer specifies a time for a response, and the offeror engages in a contract with a third party before the response period expires, it raises important considerations regarding contract formation This situation highlights established principles and rules that govern contracts, offering valuable insights and comparative analysis for understanding the implications of such actions.
By examining the similarities and differences between these legal systems, Vietnam can enhance its own contract law framework and promote legal certainty and faimess in commercial transactions.
In contract law, the concept of an offer is essential for the formation and validity of contracts, serving as the initial step in establishing terms and conditions for an agreement Vietnamese law, while guided by specific statutory provisions, aligns with civil law traditions in its understanding of offers This essay seeks to elucidate the concept of an offer under Vietnamese law, emphasizing its key elements and the governing legal framework.
2.3.2.1 Overview of Offer under Vietnamese Law
Under Vietnamese law, an offer (dé nghi) is a proposal made by one party to another, indicating a willingness to be bound by specific terms upon acceptance This offer acts as an invitation to form a contractual relationship and sets the groundwork for negotiation and acceptance Although the requirements for a valid offer may differ, certain essential elements are generally necessary These aspects are governed by Article 386 of The Civil Code, which outlines the regulations for offers related to civil contracts.
An offer to enter into a contract signifies a clear intention by the offeror to create a binding agreement with a specific party or the public, collectively known as the offeree.
When an offer to enter into a contract includes a specified time for response, and the offeror engages in a contract with a third party within that timeframe, the offeror is obligated to compensate the offeree for any losses or damages incurred if they fail to finalize the contract with the offeree.
Under Vietnamese law, both contractual and non-contractual offers fall under the broader category of “Civil transactions” (giao dịch dân sự) This term encompasses various legal acts and relationships regulated by the Civil Code of Vietnam.
In civil transactions, Vietnamese law specifically regulates contractual offers, stating that a contract is formed when the offeror presents an offer to the offeree, who then accepts it This acceptance results in a binding contract that establishes mutual rights and obligations However, non-contractual offers lack a clear definition and are not addressed within the legal framework.
2.3.2.2 Essential Elements of an Offer
The Civil Code of Vietnam 2015, specifically Articles 386 to 397, outlines key elements of civil transactions Article 116 defines a civil transaction as either a contract or a unilateral legal act that creates, modifies, or terminates civil rights and obligations.
+ Despite there bemgno definitions, we can still mply that non-contractual offers still exist as part of day-to-day’
COMPARATIVE ANALYSIS OF CONTRACTUAL
The Implication of non-contractual offers deủmition
3.2.1.1 The implication under German and English Law
Both the English and German legal systems recognize the concept of an offer, referred to as "Angebot" in German, which is crucial for understanding binding agreements An offer is defined as a clear declaration of intent to be bound by its terms, distinguishing it from non-binding statements or acts Offers can be directed at specific individuals or made to the general public without targeting anyone specifically Additionally, non-binding statements or acts are categorized separately from offers.
An offer, under both English and German law, signifies a definitive intention to create a legally binding contract, clearly outlining the terms without ambiguity To ensure clarity, the offer must be precise and specific, eliminating any potential for further negotiation This allows the offeror to present a solid proposal that, upon acceptance, leads to a binding agreement.
It is crucial to differentiate between non-binding statements or acts and offers, as the former do not create contractual obligations Non-binding statements include expressions of opinion, future intentions, and preliminary negotiations that lack the intent to establish legal commitments In legal systems like England and Germany, such statements are often viewed as invitations to treat, serving merely as preliminary steps in the contracting process Advertisements, both online and in print, exemplify invitations to offer, including "help wanted" signs, catalogs, and price lists, which are akin to non-binding cost estimates Although English law does not explicitly address cost estimates, they can be considered as part of the transmission of information, such as providing a price in response to an inquiry.
32 Mentioned im the above merely as nwvitation to treat
In both English and German law, the display of goods in shop windows or on store shelves is recognized as an invitation to treat, rather than a binding offer This legal interpretation allows customers to make offers to purchase, facilitating negotiation and discussion of terms prior to the formation of a contractual agreement.
Both English and German law emphasize the critical distinction between binding offers and non-binding statements or actions, which fosters legal certainty and safeguards parties from unintentional contractual commitments This adherence to clear principles establishes a robust framework for effective contract formation and dispute resolution in both legal systems.
3.2.1.2 Evaluating the Implementation of Vietnam
Incorporating the concept of invitation to treat into Vietnamese law can enhance contract formation by offering several advantages and addressing existing challenges This principle can streamline negotiations, clarify the intentions of parties involved, and reduce disputes, ultimately fostering a more efficient legal framework for contracts in Vietnam.
Vietnamese law enhances clarity and precision by explicitly defining the concept of invitation to treat, effectively distinguishing it from binding offers This clear differentiation helps prevent misunderstandings and disputes during contract negotiations, ensuring that all parties are fully aware of their legal obligations and rights.
Flexibility in negotiations is enhanced when certain acts or statements are viewed as invitations to treat This approach facilitates open discussions, encourages counteroffers, and allows for the exploration of various terms before arriving at a mutually agreeable contract Such flexibility fosters fair and balanced contractual relationships, ensuring that both parties can negotiate terms that align with their individual interests.
Understanding invitations to treat is essential for safeguarding against unintended contracts, as it helps prevent the formation of contractual obligations that arise from preliminary discussions or communications not aligned with the parties' final intentions This protection is crucial in complex business transactions, where negotiations typically involve numerous discussions and proposals.
Promoting fair competition in the marketplace is essential, and treating acts or statements as invitations to treat plays a crucial role in this process This approach enables businesses to advertise their products or services without being bound by strict offers, fostering transparency and encouraging price comparisons As a result, healthy competition thrives among market players, providing consumers with multiple options and the ability to negotiate terms that best meet their needs.
The invitation to treat principle is acknowledged across various legal systems, including English-speaking nations and civil law jurisdictions such as Germany By incorporating this principle into Vietnamese law, it aligns with international practices, fostering harmonization with global business standards This consistency can improve commercial relations with foreign entities and boost international trade.
One good example could be used is the display of goods, if we use the definition of invitation to treat on this situation, many benefits will come as follow.
Displaying goods in a store or online serves as an invitation for customers to make purchase offers, signaling the seller's willingness to negotiate and engage in potential contracts with interested buyers.
Flexibility in negotiations is essential, as treating the display of goods as an invitation to treat enables both sellers and buyers to engage in discussions about the potential transaction This approach allows the parties to negotiate key aspects such as price, quantity, delivery terms, and other important details before finalizing a binding agreement.
To prevent unintended contracts, it is essential to understand that the display of goods is not a binding offer but rather an invitation to treat This distinction ensures that when a customer brings a displayed item to the cashier, it does not automatically signify acceptance of the offer A clear acceptance by the customer is required for a contract to be formed, thus safeguarding both parties from unintended obligations.
To prevent stock shortages, treating product displays as invitations to treat enables sellers to effectively manage their inventory If displays were seen as binding offers, sellers might struggle to meet contracts when demand surpasses supply By considering displays as invitations, sellers can better control stock levels and accept offers according to their available inventory.
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Incorporating case law into the Vietnamese legal system, particularly in contract law, can significantly enhance the handling of contractual offers and invitations to treat By addressing challenges related to these aspects, case law provides clarity and consistency, ultimately improving legal outcomes and fostering a more reliable framework for contractual agreements.
Case law plays a crucial role in interpreting and clarifying legal concepts such as offers and invitations to treat By examining relevant cases, Vietnamese courts and legal practitioners can better understand the application and scope of these concepts in various contexts, leading to enhanced legal clarity and informed decision-making.
Vietnamese contract law may have ambiguities due to a lack of specific definitions in certain areas In these instances, case law serves as a valuable resource, offering guidance through established precedents Legal professionals can enhance their understanding of the law's interpretation and application by analyzing how courts have previously resolved similar issues, particularly when legislative direction is insufficient.
Case law plays a crucial role in fostering consistency in legal principles and precedents When courts interpret and apply the law uniformly, it enhances predictability and certainty for those engaged in contractual disputes This consistency not only helps establish legal precedents that guide future cases but also promotes fairness and equality under the law.
Contract law must evolve to meet the demands of changing societal, economic, and technological landscapes Case law is essential in adapting legal principles to these shifts, allowing Vietnamese courts to maintain the relevance and effectiveness of contract law in tackling modern challenges By integrating international perspectives and case law from jurisdictions with robust contract law systems, valuable insights can be gained to enhance local legal frameworks.
Vietnamese courts and legal scholars can explore alternative approaches and best practices by analyzing how other legal systems have addressed similar issues, thereby enhancing the legal framework within the Vietnamese context.
In summary, the comparative analysis of contractual offers across three jurisdictions highlights significant insights for Vietnam's contract law By exploring the legal frameworks and practices in these areas, we can pinpoint essential similarities and differences that could guide the evolution and enhancement of Vietnam's contractual regulations.
The analysis indicates that contractual offers in the examined jurisdictions necessitate clarity, specificity, and a clear communication of intent to establish legal obligations Although all three jurisdictions acknowledge the significance of offer and acceptance in contract formation, they differ in the degree of formality and the application of standard terms.
The analysis emphasizes the importance of contextual factors, including cultural norms and business practices, in shaping the interpretation and enforcement of contractual offers in Vietnam To ensure that contract law aligns with the country's unique socio-economic context, Vietnam should take these factors into account Furthermore, the comparative analysis suggests that adopting new definitions and case laws could improve efficiency and fairness in contractual relationships.
The comparative analysis reveals key strengths and weaknesses of various approaches to contractual offers By integrating these insights into its legal framework, Vietnam can improve its contract law, foster economic growth, and ensure clarity and certainty for businesses and individuals involved in contractual relationships.
The comparative analysis of contractual offers in English, German, and Vietnamese contract law reveals significant insights into their similarities and differences By exploring the legal principles and requirements that govern contractual offers, this study highlights potential implications for the enhancement of Vietnam's contract law, paving the way for its refinement and improvement.
The analysis indicates that while all three jurisdictions acknowledge the significance of clear communication and mutual consent in forming contractual offers, they adopt distinct approaches English law prioritizes communication that demonstrates a willingness to contract on defined terms, whereas German and Vietnamese law highlight the binding effect of offers upon their receipt by the offeree.
The analysis underscores the importance of understanding additional factors like the concept of invitation to treat in English law and the principle of good faith in German law Grasping these contextual elements is essential for a thorough comprehension of how each legal system approaches contractual offers.
The comparative analysis highlights the necessity of incorporating cultural and societal factors into contract law, particularly in Vietnam It is essential to acknowledge Vietnam's distinct socio-economic context and cultural norms when developing its contract law framework, with a focus on the importance of reciprocity and consideration as underscored in Vietnamese legal principles.
By leveraging insights from this comparative analysis, Vietnam can enhance its contract law to ensure clarity, certainty, and fairness in contractual relationships This improvement will foster a more robust business environment, stimulate economic development, and strengthen international trade relations.
I LEGAL INSTRUMENTS & CASE LAW Ẹ Vietnamese Civil code 2015. tò Vietnam Commercial Law - 36/2005/QH11
3 Sale of Goods Act 1979 (English Law)
4 Consumer Rights Act 2015 (English Law)
5 United Nations Convention on Contracts for the Intemational Sale of Goods (CISG) 1980
7 Entscheidungen des Reichsgerichts in Zivilsachen (RGZ)
8 Entscheideungen des Bundesgerichtshofes in Zivilsachen (B GHZ) BGHZ.
9 German Civil Code: Burgerliches Gesetzbuch(BGB), English translation at:
10 https//wwwgesetze-im- intemet.de/englisch bgb/englisch bgb html#p1190
13 Carlill v Carbolic Smoke Ball Company (1893) 1 QB 256
14 Byme & Co vLeon Van Tien Hoven & Co [1880] 5 CPD 344
16 Gibson v Manchester City Council, [1979] 1 WLR 294
18 Pharmaceutical Society of Great Britain v Boots Cash Chemists (Southem) Ltd, [1953] 1 QB 401.
20 Dr Anna Katharina Suzuki-Klasen, A Comparative Study of the Formation of Contracts in Japanese, English, and German Law, 2020
21 Corbin, Arthur L “Offer and Acceptance, and Some of the Resulting Legal Relations.” The Yale Lew Journal, vol 26, no 3, 1917.
22 Lord Steyn, ‘Contract Law Fulfilling the Reasonable Expectations of Honest Men’ (1997).