Hall v Maritek Bahamas Ltd

Whether a purported acceptance concluded a contract while proposing additional terms is determined objectively from its language and surrounding circumstances. An offeree may accept unconditionally and make a collateral offer, but a proposed term is a condition of acceptance where the communications show that the offeree seeks further protection and does not intend to be bound without it. A fresh-evidence application requires reasonable diligence, likely material influence on the result, and apparent credibility. Evidence that could not materially affect the decisive issue fails the second requirement. Questions about deposit compliance and repudiatory breach may remain undecided where no contract was formed.

Mr Hall sought to purchase the respondent company’s Bahamian land. He signed a proposed contract, which the company later countersigned and returned with an amendment requiring a completion time-limit. The dispute was whether the countersignature accepted the original offer or whether the amendment was a condition of acceptance.

After a nine-day trial, Albury J held that no concluded agreement existed. The Court of Appeal, in a single judgment, upheld that conclusion. Before the Privy Council, Mr Hall also sought to adduce documents discovered after the appeal hearing, principally to reopen his estoppel case. The appeal concerned contract formation, the consequences of the deposit arrangements if a contract existed, and the fresh-evidence application.

Contract formation

The Board treated Society of Lloyds v Twinn (2000) 97(15) LSG 40 as identifying the distinction between an unconditional acceptance accompanied by a collateral offer and an acceptance made conditional on agreement to an additional term. The question is determined objectively from the language used and the surrounding circumstances.

On the facts, the proposed completion time-limit was sought for the company’s own protection, rather than as an indulgence to Mr Hall. Earlier exchanges showed that Mr Hall understood the company’s concern. The company returned the amendment in its original form and thereby rejected his proposed changes. The Board concluded that the amendment was a condition of acceptance and that the October and November exchanges did not create a binding contract for sale.

Deposit

The Board found it unnecessary to decide whether the stakeholder arrangements breached the alleged contract. Even if there had been a breach, the company’s failure to object to the form or content of the deposit at the time, and its failure to give prior notice, would not necessarily have entitled it to treat the breach as repudiatory. The Board expressed no concluded view.

Fresh evidence

The Board applied the three conditions summarised in Ladd v Marshall [1954] 1 WLR 1489, 1491. It assumed, for present purposes, that the evidence arguably satisfied the reasonable-diligence and apparent-credibility requirements, but held that it was unlikely to have materially influenced the result.

The documents concerned the later directors’ understanding of events and provided no direct evidence of communications with those involved in 2002. The contemporary record already disclosed similar material, while Mr Hall’s own correspondence created substantial difficulties for his case. The evidence could not realistically overcome the trial judge’s findings, including her conclusion concerning authority. The application was rejected.

The Board advised that the appeal be dismissed. Subject to written submissions within 21 days, Mr Hall was ordered to pay the company’s appeal costs.

1. Privy Council: Appeal dismissed. The Board upheld the conclusion that no binding contract had been formed and rejected the application to adduce fresh evidence.
2. Court of Appeal of the Commonwealth of The Bahamas: Appeal rejected in a single judgment. The Court upheld the trial judge’s conclusion that the parties had not reached agreement.
3. Trial court: After a nine-day trial, Albury J held that there had been no concluded agreement and made alternative findings concerning statutory formality, authority and the deposit arrangements.