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.

Answer 2

The question asks which case held that an uncommunicated corporate resolution does not amount to an offer. Let's examine each option.

1. Blair v. Western Mutual Benefit Association: In this case, a company's board resolved to renew an agent's contract, but never communicated that resolution to the agent. The court held that since the resolution was never communicated, it remained merely an internal intention of the company and did not amount to a binding offer capable of creating a contract, directly matching the principle in the question.
2. R. v. Dawood: This is a criminal law matter and has no connection to the law of offer and acceptance in contract formation.
3. Harvela Investments Ltd. v. Royal Trust Co. of Canada: This case deals with referential bidding in a sealed-bid auction and the binding effect of an invitation to submit the highest sealed bid, a different contract law question about the interpretation of an existing, communicated invitation, not about whether an internal resolution amounts to an offer at all.
4. None of the above: Incorrect, since Blair v. Western Mutual Benefit Association squarely addresses this exact point.

Only Blair v. Western Mutual Benefit Association deals with an uncommunicated internal corporate resolution failing to constitute an offer.

Therefore, the correct answer is Blair v. Western Mutual Benefit Association.