Can I sue the store manager for failure to keep items as promised?
Dear Mirror Lawyer, I have always dreamt of opening a restaurant since I was a child.
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To achieve my dream, as soon as I graduated from the University of Ghana Business School last year, I rented a space at East Legon in Accra to operate as a restaurant.
Last month, I visited a shop in Spintex to purchase four microwaves, eight ovens and 10 air fryers for use at the yet-to-be-launched restaurant. Seeing that my budget was tight, I spoke with the store manager, who assured me that he would sell the items at a discounted price of GH₵ 20,000 and gave me two weeks to decide whether to accept or reject the offer.
The offer seemed attractive, so I told the store manager I would return with a decision in two weeks. A week after this generous offer, I received a phone call from the store manager informing me that he had sold the items to another purchaser who paid cash.
The conduct of the store manager would affect the plans for the launch of my restaurant business, and I want to prevent that. What should I do?
Eric Mensah, Ho.
Dear Eric, In determining whether a contract has been made, the courts usually begin by looking for a promise by one party, which usually takes the form of an “offer” and a corresponding “acceptance” of the offer by the other party.
The exchange of a promise for a promise or promise for an act constitutes a bargain or agreement. In the case of NTHC Ltd. v. Antwi, Date-Bah JSC defined an offer as “an indication in words or by conduct by an offeror that he or she is prepared to be bound by a contract in the terms expressed in the offer if the offeree communicates to the offeror his or her acceptance of those terms.” The court further stated that an offer has to be “definite” and “final.”
On the other hand, acceptance refers to an unqualified agreement of all the terms of an offer. Acceptance may be expressed in words, deeds or in writing. The basic principle of contracts is that an offer may be revoked at any time before the other party accepts it. Once the offer is revoked, it cannot be accepted.
Under English common law, where the offeror, i.e. the party making the offer, makes an additional promise to keep the offer open for acceptance at a future date, the legal effect of such a promise is that it would not be binding on the offeror because no consideration would have been offered to support it.
The position in Ghana is, however, different. Under section 8 (1) of the Contract Act 1960 (Act 25), the law says, “A promise to keep an offer open for acceptance for a specified time is not invalid as a contract by reason only of the absence of a consideration for that promise.”
Thus, the position of the law in Ghana is that a party who makes an offer and promises to keep it open for acceptance by the other party for a specified time is bound to keep the offer open until that specified period lapses, even where the other party fails to provide some consideration for the agreement.
It follows that the promise made to you by the store manager to sell the items at a discounted price of GH₵ 20,000 and to keep the offer open for two weeks for you to decide to accept or reject is binding on him. You may contact your lawyer to write to him to comply with the promise or face the full rigours of the law.