Problem Question: “Advise to Chef Rich on his contractual issues with Norah and Brum Restaurant Spaces Ltd”

Problem Question: “Advise to Chef Rich on his contractual issues with Norah and Brum Restaurant Spaces Ltd”

In the given case scenario, Chef Rich finds himself entangled in contractual disputes with both Brum Restaurant Spaces Ltd and Norah. Each of the contractual issue presents unique challenges. In his dealings with Brum Restaurant, the primary concerns revolve around the formalities of the agreements he entered into, particularly the oral agreement that adjusted the rent from £4,000 to £2,000. On the other front, Chef Rich faces issues with Norah's attempted revocation of a food box offer. The timing of Norah's revocation, after Chef Rich had already accepted the initial offer, raises questions about its legal effectiveness. To go through these challenges, Chef Rich should consider the following legal advice. 

Chef Rich has various contractual issues with Braum Restaurant that he should consider in his case. One of the contractual issues to consider is formalities. In English law as explained by Mitchell, a contract must be formalized, that is, there must be evidence proving that the parties indeed entered into an agreement.  Since Chef Rich has entered into two agreements with Brum Restaurant, the initial one requiring him to pay £4,000 rent and the second one requiring him to pay £2,000, there must be evidence to prove that in case he decides to take legal action against the restaurant.  Although the contract that is made orally is enforceable as a contract made in writing, proving that the contract exists is normally difficult. 

Another issue that Chef Rich should consider with Brum Restaurant is the certainty of the contract. Under the English Law as explained by Mitchell, the terms of the contract must be clear for the contract to be given effect. The contract may not be enforced when the terms are not clear, they are vague or missing.  However, since Chef Rich has already made transactions based on the second agreement with the Restaurant, it is unlikely that the court may consider the contract void. This has been evidenced in previous cases. For example, in the case of Percy Trentham v Archital Luxfer, Lord Steyn stated that since the transactions had been performed in both sides, it would be unrealistic to argue that the contract between parties was void. He further argued that what might look uncertain in paper may look more certain through transactions. Therefore, Chief Rich may use such argument to claim that the Restaurant has been receiving rent based on the second agreement making that contract binding. Although Brum Restaurant may argue that the intention of lowering the rent was meant to help Chef Rich’s business from collapsing, that may not be a strong argument in court.  As stated by Lord Clarke in RTS v Müller, the law is more interested in what was agreed rather than inner intention.   

Another advice to Chef Rich is to consider negotiating a new contract with Brum Restaurant. Although Chef Rich may use the law guiding promise made by promiser to promise as provided in Anna v. Bharat, there is a new doctrine of economic duress in place which can be capitalised by Brum Restaurant.  Under this doctrine as provided in Williams v Roffey Bros, a promise may lead one party to extort another economically. 

Moving on to Norah’s issue, the pivotal issue in Norah's case centres on the timing of her attempted revocation of the food boxes she had offered. Revocation of offer is accepted by the law as provided in Routledge v Grant so long as it is communicated. Chef Rich had accepted the original offer by posting a letter on 15 July 2021, while Norah's revocation email was received on 2 August 2021, after the acceptance. The efficacy of Norah's revocation depends on the conditions stipulated in the original offer, particularly any provisions regarding the timeframe for acceptance or revocation. A provided by Michell, the terms of contract must be clear for it to be enforceable. Therefore, if there were no conditions binding the parties to the contract, the revocation by Norah may not attract legal issues. However if the terms were clear including consequences of terminating the contract, then, Chief Rich should consider legal action or force Norah to abide by the initial contract.  Another issue that Chef Rich should consider is certainty and enforceability of the contract. As advised by Lord Ackner, contracts are normally unenforceable because they lack certainty. Ackner further argued that although parties may agree to negotiate and even adjust negotiations to improve their terms and offer, they must be certain. In this case, Chef Rich may have been certain following the email of acceptance from Norah. But still, the contract had not taken effect with transactions involved. As such as was in the case of Percy Trentham v Archital Luxfer, the court may be reluctant to certain that the contract existed. Therefore, the advice to Chef Rich is to continue with the second agreement with Norah.