Question

A corporate resolution is not an offer unless efforts are made to communicate it. Which case held so

• A. Blair v. Western Mutual Benefit Association
• B. R. v. Dawood
• C. Harvela Investments Ltd. v. Royal Trust Co. of Canada,
• D. None of the above

Hint:

Remember the cardinal rule of contract formation: Offer + Acceptance + Consideration. A crucial element of a valid offer is its communication to the offeree (as established in cases like \textit{Lalman Shukla v. Gauri Datt}). An uncommunicated intention, whether by an individual or a corporation, has no legal effect as an offer.

Answer 1

The Correct Option is A

Step 1: Understanding the Concept:
The question asks for the case law that established a fundamental principle of contract law: an offer must be communicated. Specifically, it applies this principle to a corporate context, stating that an internal decision or resolution of a company does not become a legally binding offer until it is communicated to the intended offeree.
Step 2: Detailed Explanation:
The principle that an uncommunicated internal decision does not constitute an offer is a well-established one. The classic authority for this in the context of a corporate resolution is the American case Blair v. Western Mutual Benefit Association. In this case, the board of directors passed a resolution to renew an agent's contract for another year. However, this resolution was not communicated to the agent. The court held that the uncommunicated resolution was not an offer, and therefore no contract was formed. It was merely evidence of the company's intention, which could be changed before it was communicated.
- \textit{Harvela Investments} is a famous case on referential bids in auctions.
- \textit{R. v. Dawood} is a criminal law case.
Step 3: Final Answer:
The case that held so is Blair v. Western Mutual Benefit Association.