PROCUREMENT-

A contract is a legally enforceable
agreement giving rise to obligation for
parties involved. The law of contract
determines which agreements are
enforceable and regulates those
agreements, providing remedies if
contractual obligations are broken. Also
See section 10 of the LAW OF
CONTRACT ACT
September 4, 2015 Advocate Walter Ngonyani (2015) 2

September 4, 2015 Dr M.C.Milanzi (2008) 3
The word ‘Contract’ suggests to most
people a formal or technical document
drawn up and understood only by lawyers.
Contract can take this form, and certain
(for instance, for the sale of land or any
interest in land) must be in writing; but
generally a contract can be made orally
without any legal jargon or formality

Agreement
• Not all Agreement are legally binding
contract. For example, social and
domestic agreements are generally
presumed to lack any intention to create
legal relations, and no contract will be
found in those situations, unless there is
very clear evidence of an intention to
creating legal relations between the
parties. Also see section 2(1)

OFFER & ACCEPTNANCE
• In deciding whether the parties have reached contractual
agreement, the law generally looks for an offer by one
party and acceptance of the terms of that offer by the
other.
• In the bargaining process, one party will finally propose
terms (price, date of delivery, etc), and express a
willingness to be bound by them if the other party
signifies acceptance of them, and a contractual
agreement is found when the other party accepts.

Offer
• An offer is a promise by one party (the
offeror) to enter into a contract, on a
particular set of terms, with the intention of
being bound as soon as the other party
(Offeree) signifies his, or her, acceptance.
An offer may be either to an individual
person, or to a particular group of people,
or it may be made to a general public.

Offer or invitation to treat?
The question of whether there was an
offer, is usually put in terms of
whether there was an offer or an
invitation to treat. There is no
particular significant to the phrase
‘invitation to treat’, other than it is the
one which we generally use to
distinguish from an offer, a statement

Which is merely indicating a willingness to commence,
or continue, negotiations. The offer is the legally
significant statement, and offer is the legally
significant terminology, so we do not need to define an
invitation to treat. All we need to do is distinguishing
from it from an offer. The offer will contain the
intention to be bound, if the other party accepts. An
invitation to treat will not contain that intention. Eg.
Auction and advertisement.

Termination of offers
REVOCATION (OR WITHDRAWAL)
Obviously an offer cannot withdraw once it has
been accepted, but it may be revoked at any
time before acceptance has occurred. In fact,
the offer may generally withdraw the offer even if
it was expressly stated that it could remain open
for a fixed period unless there was consideration
for such a promise.

Rejection
• An offer is terminated if the offeree rejects offer.
It is not possible for the offeree to subsequently
change his or her mind and accept. It will be
seen that a counter offer amounts to rejection of
the original offer, but the offeree does not make
a counter offer, where he or she merely seeks
further information from the offeror.

Lapse of time
• An offer may come to an end due to
lapse of time. If A, on Monday, offers
to sell his car to B and says, ‘I must
have your answer by Friday at the
latest’ B cannot accept the offer on
Saturday.

Where the offer is conditional
• An offer may be expressed as subject to
the occurrence of some condition. For
example A, may Offer to sell goods to B
subject to his being able to obtain supplies
himself. If A subsequently cannot obtain
supplies, the offer will come to an end.
The offer was conditional on a particular
state of affairs, which did not occur.

Death
• What option where the offeror dies
after making an offer but before the
offeree has accepted? If it is an offer
of a ‘personal’ contract (involving
personal service such as employment
of agency), the offer should come to
an end with the death of the offeror.

ACCEPTANCE
• As has been indicated, the usual way to
decide if the necessary agreement is
present, for there to be a contract, is to
look for offer and acceptance. We have
discussed various aspects of offers, and
we will now look at what will amount to
acceptance.

What constitute acceptance of an offer?
• It if final expression of assent, by words or
conduct, to the offer or proposal. It is
important that the acceptance is both final
and unequivocal. It must be an
acceptance of the offer’s proposal without
varying the terms or adding new terms.

Communication, acceptance and revocation
of proposals
• The communication of proposals, the
acceptance of proposals, and the
revocation of proposals and acceptances,
respectively, are deemed to be made by
any act or omission of the party proposing,
accepting or revoking, by which he intends
to communicate such proposal,
acceptance or revocation, and which has
the effect of communicating it. Section 3 of
the Law of Contract Act . Sect. 3 16

• The communication of proposal is
complete when it comes to the knowledge
of the person to whom it is made.
• The communication of an acceptance is
complete when;-
(a)As against the proper, when it put in a
course of transmission him, so as to be
out of the power of the acceptor;
(b) As against the acceptor, when it comes
to the knowledge of proposer sec. 4

• The communication of a revocation is
complete when.
(a) as against the person who makes it,
when it is put into a course of transmission
to the person to whom it is made, so as to
be out of power of the person who makes
it;
(a) As against the person to whom it is
made, when it comes to his knowledge.

• A proposal may be revoked at any time
the communication of its acceptance is
complete as against the proposer, but not
afterwards
An acceptance may be revoked at anytime
before the communication of the
acceptance is complete as against the
acceptor, but not afterwards
Sec. 5

Elements of a valid contract
• The following are essential ingredients
which must be present in order to make
an agreement a contract. These are
• Free consent
• Competency or capacity to contract and
• Lawful consideration

FREE CONSENT
• According to section 13 consent is defined
as two or more persons are said to
consent when they agree upon the same
thing in the same sense
• Section 14(1), consent is said to be free
when it is not caused by, coercion, un due
influence, fraud, misrepresentation and
mistake.

Coercion
• “Coercion” is the committing, or
threatening to commit, any forbidden by
the Penal Code, or the unlawful detaining,
or threatening to detaining, or threatening
to detain, any property, to the prejudice of
any person whatever, with the intention of
causing any person to enter into an
agreement.

Undue influence
• A contract is said to be introduced by
“undue influence” where the relationship
subsisting between the parties are such
that one of the parties are in a position to
dominate the will of the other and uses
that position to obtain an unfair advantage
over the other

Fraud
• Fraud means any of the following acts
committed by party to contract, or with his
connivance, or by his agent, with intent to
deceive another party thereto or his agent,
or induce him to enter into contract

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