This response will explain the legal position of each party – Dominica, Rohan, Yasmin, and Murdo – by analysing the series of events with reference to the principles of contract formation under Scots law. For a legally binding contract to be formed, there must be agreement (consensus in idem), which is typically established through a valid offer met by an unqualified acceptance, along with an intention to create legal relations. The analysis will consider whether the communications and actions of the parties meet these requirements.
Dominica’s Advertisements
Dominica uses two forms of advertisement: a magazine advertisement and a window display. In Scots law, as in other UK jurisdictions, it is important to distinguish between an offer, which is a definite proposal that can be accepted to form a contract, and an invitation to treat, which is simply an invitation to others to make offers.
The display of the two chairs in her shop window with price tags attached constitutes an invitation to treat. The general rule is that goods displayed for sale are not offers. This was established in the persuasive English authority of Fisher v Bell [1961] 1 QB 394, where a flick knife displayed in a shop window was held to be an invitation to treat, not an offer for sale. Therefore, the display of the chairs merely invites customers, such as Yasmin and Murdo, to make an offer to purchase them, which Dominica is then free to accept or reject.
The advertisement in 'Antiques World' magazine is more complex. Typically, newspaper and magazine advertisements are considered invitations to treat, as seen in Partridge v Crittenden [1968] 1 WLR 1204. This prevents sellers from being bound by a potentially huge number of acceptances which they cannot fulfil. However, Dominica's advertisement contains the specific wording: "First person to contact me with an acceptance will secure the chair." This specific language demonstrates a clear intention to be bound by the terms, which may elevate the advertisement from an invitation to treat to a unilateral offer. This is analogous to the situation in Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256, where the company's advertisement was held to be an offer to the world due to the definite promise it contained. Dominica's wording suggests a promise to sell to the first person who meets the condition of "acceptance". Therefore, it is strongly arguable that the magazine advertisement is a binding offer, open to the first person who validly accepts it.
The Position of Rohan
Rohan’s legal position changes through his interactions with Dominica. His initial telephone call is in response to the magazine advertisement. However, he does not accept the offer. Instead, he simply "notes his interest" and requests a "viewing". This communication is not an acceptance; an acceptance must be a final and unqualified expression of assent to the terms of an offer. Rohan's call is merely a request for more information or a preliminary step in negotiations, similar to the claimant’s telegraph in Harvey v Facey [1893] AC 552, which was held to be a request for information and not an offer. Therefore, no contract is formed at this stage.
When Rohan appears a week later, the offer in the magazine is arguably still open as no one else has accepted it. However, Rohan does not accept the advertised price of £675. Instead, he asks if Dominica would accept £645. This is not an acceptance of the original offer; it is a counter-offer. In Scots law, a counter-offer has the effect of rejecting the original offer, making it no longer capable of acceptance. The authority for this principle is found in Wolf and Wolf v Forfar Potato Co 1984 SLT 100, where a qualified or altered acceptance was held to be a counter-offer which terminated the original offer.
Dominica rejects Rohan's counter-offer of £645. She then makes a new counter-offer of her own by stating that "£650 would be the lowest she would take." At this point, it is Dominica’s offer of £650 that is open for acceptance. Rohan then "buys the chair". This act of purchasing the chair constitutes acceptance of Dominica's counter-offer. As there is a clear offer (£650) and a clear acceptance (the purchase), a binding contract is formed between Dominica and Rohan for the sale of the oak dining chair at a price of £650.
The Position of Yasmin
Yasmin contacts Dominica about the oak chair she saw in the window display. As established, the window display is an invitation to treat. Yasmin asks for information about the chair's authenticity, and Dominica confirms it is an original. Yasmin then states that "if so, that she would be willing to buy it".
This statement does not constitute a valid acceptance, nor is it a clear offer. The language "willing to buy" is ambiguous and indicates a future intention rather than a present commitment to be legally bound. It is not the clear and unequivocal statement required to form a contract. Furthermore, her concluding remark that she "will be in touch" reinforces the conclusion that this was part of an ongoing negotiation or enquiry, not a final offer or acceptance. For a contract to be formed, there must be a meeting of the minds, or consensus in idem, on all essential terms with a clear intention to be bound. Yasmin's words are too uncertain to demonstrate this intention. Therefore, no contract was formed between Yasmin and Dominica. Dominica was free to deal with other potential buyers, and Yasmin has no legal right to the chair.
The Position of Murdo
The situation with Murdo involves a fundamental misunderstanding about the subject matter of the proposed contract. Murdo makes a clear offer to Dominica: he asks whether she would accept "£650 for the antique leather desk chair". This is an offer relating to a specific item.
Dominica’s reply is ambiguous. She refers to another customer being interested and says that if it is not collected, "he could have it". Crucially, when she later contacts Murdo, she simply says "the chair" is still available. This lack of specificity is the source of the misunderstanding. Dominica appears to have been thinking of the oak chair, while Murdo’s offer was clearly and exclusively for the leather desk chair.
This situation is a classic example of mutual error where the parties are at cross-purposes, and there is no consensus in idem. Without agreement on an essential term of the contract – in this case, the subject matter – no contract can be formed. The key Scottish authority on this point is Mathieson Gee (Ayrshire) Ltd v Quigley 1952 SC (HL) 38. In this case, one party believed they were contracting for the hire of equipment to remove silt, while the other believed they were contracting for the removal of the silt itself. The House of Lords held that as the parties had different things in mind, there was no consensus and therefore no contract.
Applying this principle, Murdo and Dominica did not agree on the subject matter. Murdo intended to buy the leather chair, and Dominica believed the agreement concerned the oak chair. As there was no meeting of the minds, no contract was ever formed between them. Dominica’s insistence that they "had an agreement" is incorrect in law. Murdo is not legally obliged to purchase the oak chair.
Conclusion
In summary, the legal positions of the parties are as follows. Dominica’s magazine advertisement was likely a unilateral offer, but it was never validly accepted. Her window display was an invitation to treat. A binding contract was formed between Dominica and Rohan for the sale of the oak chair for £650, which resulted from a process of offer, counter-offer, and final acceptance. No contract was ever formed with Yasmin, as her statement was too uncertain to constitute a formal offer or acceptance. Finally, no contract was formed between Dominica and Murdo due to a mutual error regarding the subject matter of the agreement, meaning there was no consensus in idem. Therefore, Dominica’s only successful transaction was the sale to Rohan.
References
Gloag, W.M. (2017) The Law of Contract. 2nd edn, Reprinted. Avizandum Publishing.
MacQueen, H. and Thomson, J. (2020) Contract Law in Scotland. 5th edn. Bloomsbury Professional.
Case Law
Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256
Fisher v Bell [1961] 1 QB 394
Harvey v Facey [1893] AC 552
Mathieson Gee (Ayrshire) Ltd v Quigley 1952 SC (HL) 38
Partridge v Crittenden [1968] 1 WLR 1204
Wolf and Wolf v Forfar Potato Co 1984 SLT 100
