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A member of a Jockey Club sought to recover damages from his club for causing him loss of

earnings by refusing him a racing license on medical grounds. He based his contentions on
the contractual duty of the club carrying out his licensing functions with care. The claim was
struck out. The Jockey Club was a domestic tribunal and no contractual duty could be
implied in respect of its functioning.

It was held that the duties of a body exercising a licensing function in connection with a
member as implied by law were limited to acting fairly. There was no extra duty of care. The
was no authority to say that a domestic tribunal of this nature owed any contractual duty of
care to its members.

Section 9 was a applied by the supreme ocurt in a case where on the orders of a go between
man certain goods were supplied by the plaintiffs on his account to the defendants. The
defendants clearly and unerringly accepted the goods and paid a part of the price.
Accordingly a liability to pay the balance arose. “The defendants by their clear conduct of
accepting the goods and never repudiating any of the numerous letter and telegrams of the
plaintiff demanding money from them, clearly showed that a direct contract which in law is
called implied contract by conduct was brought about between them”. 1

Another instance where this happened the facts were- A contract was signed between an
Indian and a yugoslavian party. One of the terms provided for arbitration by the
international chaber of commerce in paris. Immediately thereafter the Indian party cabled
and also wrote its objection about the arbitration clause. The other party made no reply to it
but permitted the work to go on. A dispute having arisen, it was held that the arbitration
clause had become deleted from the contract by an implied agreement 2. A suit could lie in a
court of law.

Legal implications of an implied offer/ acceptance

The case of Thovensen Car Ferries v Weymouth Borough Council can be taken as an
example for understanding legal implications of such implied acceptances.

1 Haji Mohd Ishaq v Mohd Iqbal and Mohd Ali & Co, (1978) 2 SCC 493, 500; AIR 1978 SC 798.
2 Ramji Dayawala & Sons (P) Ltd v Invest Import, (1981) 1 SCC 80: AIR 1981 SC 2085.
Facts- A Harbor authority offered to an operator birthing facilities for his operations.
Correspondence between the two followed with a view to operate a service from there to
another port. Subsequently, the port authorities attempted to withdraw their facilities, The
operator was allowed to recover damages for breach of contract. The correspondence had
already given rise to an implied agreement that the proffered facilities had been accepted.
Where the parties had conducted their business transactions on the basis of a clause in their
agreement, it was held that that clause became embedded into their contract and they would
not be heard to say that the clause was intended to be only a general term.

In a similar case of value or was engaged by a bank for evaluating properties offered by the
borrower for the purpose of an equitable mortgage. There was nothing to indicate that the
bank made any promise to pay him his professional fee. The practice, on the other hand, was
that such fee was paid by the borrowers. The bank was headed not liable under any implied
promise, nor for compensation under the quantum meruit principle.

No implied contract to pay a higher price was deemed to have arisen where the government
being bound under a contract to supply material at a fixed price supplied at enhanced rate and
someone on the behalf of the contractor happened to accept the material#34. In a contract for
supply of specified quantity every month by the government to a dealer, the court said that,
because the date of supply was not prescribed, no term could be implied that supply should
be made in the first week of the month. Supply made in the last week of the month was
headed not to be a breach of contract

In the case of Airport Authority of India v R R Singhal,

Facts: An auction purchaser failed to deposit the balance amount. The auction seller to prove
his loss by showing that he had to sell the machine at a lower price. But he neither pleaded
not approved any loss. He was not allowed to forfeit the earnest money.

Communication when complete

The communication of the proposal is complete when it comes to the knowledge of the
person to home it is made. Until the offer is communicated it cannot be accepted. Thus, an
offer accepted without its knowledge does not confer any legal rights on the accepter.
Example: Lalman Shukla v Gauri Datt

Facts: S sent his servant L to raise his missing nephew. He then announced that anyone who
finds his nephew would be entitled to Rs.501. The servant when leaving to find a boy did not
have any knowledge of this offer. He had found the boy and returned him to the defendant.
Later he got to know about this offer and went to claim his part. When denied the award he
brought an action to recover it. But his action failed. Explaining this principle Justice
Banerjee said “In my opinion a suit like the present can only be founded on a contract. In
order to constitute a contract, there must be an acceptance of an offer and there can be no
acceptance unless there is knowledge of the offer.”

During the deciding of this case, the English law regarding this principle of acceptance of an
offer was uncertain. But the principle, that that can be no acceptance without knowledge of
offer had already been accepted in the United States. We know this as in 1868, a judge
remarked: “how can there be consent or assent to that off which the other party has never
heard?"3

This was also seen in Australian law. In the case of R v Clarke 4 it was held that even if the
accepter had once known of the offer but had completely forgotten about it at the time of
acceptance, he would be no better position than someone who has no knowledge of it
altogether. To elucidate the same one of the judges had given the following illustration:

“An offer of hundred pounds to any person who would swim 100 yards in the harbor on the
first day of the year would not in my opinion be satisfied by a person who was accidentally or
maliciously thrown overboard on that date and swam the distance simply to save his life,
without any thought of the offer"

This principle was given in relevance to the following case which had provoked the making
of this principle in Australia.

Williams v Carwardine5

3 Fitch v Snedkar, (1868) 38 NY 248 at p. 249.


4 R v Clarke, (1927) 40 CLR 227.
5 Williams v Carwardine, (1833) 2 LJKB 101.
Facts: The Australian government had offered a report of thousand pounds to anyone giving
information about certain murderers. The offer further added that if the information was
given by an accomplice, not being himself the culprit, he would also be entitled to a free
pardon. The plaintiff, being an accomplice, saw the offer and having been so excited by the
hope of pardon, he gave the information to save himself, completely forgetting the reward.
He could not recover the reward. Where in the same case a woman who gave information
about the person who had killed her husband out of sorrow and loss and not to s