Offer and acceptance

Definition

A statement by a person, called the offeror, indicating his willingness to contract which statement is made in the awareness that it shall become binding an acceptance by the other person called the offeree. Case law Green Acres Farm (Pvt) Ltd v Haddon Motors (Pvt) 1983(1) ZLR 17 (SC) In this case the defendant sent a truck to the plaintiff with a note requesting the plaintiff to check over the truck. The plaintiff did the checks over the truck and proceeded to effect repairs.

Upon presentation of the invoice the Defendant refused to pay arguing that they had not requested the plaintiff to effect any repairs. The plaintiff took the matter to the courts. The Court held that there is no offer made by the plaintiff to repair the truck. An offer must meet/have the following requirements

1. It must be consistent with all the essentials of the contract, otherwise it is void.
2. It must clearly define all the terms in which an agreement is sought. Therefore it must not be vague, Levenstein v Levenstein 1955 (3) SA 615 (SR) 3It must be communicated to the offeree.

The offeree must have knowledge of the offer if his acceptance is to constitute a valid contract. Case law Bloom v American Swiss Watch Company 1914 AD 100. It was held that there was no offer made to the plaintiff when he volunteered the information and did not know that there was an offer of reward money. See also Lee v American Swiss Watch Company 1914 AD 121. 4It must be made with intention of being accepted. This means serious intention to create legal relations. This embraces the following: it must not be mere social arrangement or offers made in gest which lacks the animus contrahendi.

See Balfour v Balfour [1919] KB(2) 571. It must not be binding in honour or gentlemen’s agreements i. e. excluding the jurisdiction of the courts. (where the offer) it cannot constitute a legally binding contract. (Rose and Frank Company v Crompton and Brothers Ltd (1922) (2) KB 261. It must not be an offer to negotiate or treat i. e. it must be an offer to enter into a binding contract and not merely an invitation to do business or receives offers (i. e. tenders). See Crawley v Rex 1909 TS 1105. It may be to one definite person, or to the world.

If the offer is made to a definite person or to a number of definite persons, acceptance should be by that person or those persons only. If it is made to the public anyone else may accept. See Carlill v Carbolic Smoke Ball Company 1893 (1) QB 256. 5The offer must not have been revoked or lapsed. An offer is revoked if it is withdrawn by the offeror. The following should be noted: Revokation is not effective until the offeree is aware of it. An offer can be revoked to any stage before it is accepted.

The offeror must take reasonable steps to find and inform the offeree of the revocation Bryne and Co v Lean van Tienhoven and Co 1880 KB. 6Where an offer was accompanied by an option, the latter must not have expired. An option is a separate contract to keep the contract open for a specific period. The offer must be accepted within the stipulated period Boyd v Nel 1922 AD 414. 7The offer may be verbal written or implied. Thus if a person boards a bus, the owner of a bus impliedly makes an offer to the person to ride in the bus and the passenger accepts the offer by taking bus seat and tending his fare.

Case law Ferguson v Merensky 1903 TS 657 Transvaal Supreme Court) where F was anxious to buy M’s first two farms. F wrote a letter to M in the following terms: “If you still desire to dispose of your two farms, I shall be pleased to have your price 2nd terms”. M replied and said: “I have no objection to sell the two farms in question and as there are coals on the farm and a railway line I will be passing near them, I ask 30 shilling per acre”. In that letter on the referred F to his lawyer with reference to the terms of the contract.

When F sued M saying that the latter had sold the farms to him, the Court held that M’s reply to F’s letter did not constitute a firm offer from which he could not withdraw and which F was entitled to accept M’s lawyer had written to F declining the offer made by the plaintiff and at the same time making new proposals. On behalf of the defendant M which the plaintiff had refused to accept.

WHAT CONSTITUTE AN OFFER

There is a distinction between a firm offer and invitation to treat or negotiation. A firm offer is the one which is unconditional and unqualified, it states all the terms and the material facts on which the offer is based. It must become a contract upon an acceptance of the offer as it stands. Thus a “come lets negotiate” is not a firm offer – if a shop displays an item for sale at X dollars can we say that is a firm offer? In the case of Crawley v Rex 1909 TS 1105 state that the complainant, a shop keeper had advertised a sale of a particular brand of tobacco at a very cheap price in order that he might attract the custom of a large number of the public. He put a placard outside his shop on which the price was shown, the Appellant entered the shop, bought the tobacco and went away.

After some minutes he came back again asked for another pound of the same tobacco, unfortunately the complainant declined to serve the Appellant with the tobacco and told him to leave his shop, the Appellant refused to leave the shop whereupon he was arrested for trespass. The Appellant had argued that he had a contract of sale with the complainant but the court thought otherwise and held that there was no contract between the parties. It emphasized that the mere fact that a tradesman advertises the price of the goods he sells does not mean offer to any member of the public.

It does not mean the right to enter the shop and purchase at the displayed price. The court also held in the case that: A contract is not constituted when any member of the public comes in and tenders the price mentioned in the advertisement. In summary therefore display of goods at a certain price is not a firm offer but only an invitation to treat. On the contrary, it is the customer who makes the firm offer by presenting goods at the till and when the shop owner accepts the offer to buy, a contract then comes into being. Case Carlill v Carbolic Smoke Ball Company

Where the company inserted an advertisement in the newspaper offering to pay 100 pounds to anyone who contracts the increasing epidemic of influenza or any disease caused by taking cold after having used their smoke balls 3 times daily for two weeks according to the printed directions supplied on each ball the advertisement went on to say that 1000 pounds had been deposited with the certain bank showing its commitment in the matter. During the last epidemic of influenza many thousands carbolic smoke balls were sold as preventives against the disease but in no ascertained case was the disease contracted by those using the smoke balls.

The plaintiff alleged, on the faith/strength of an advertisement bought one of the balls at chemist and used it as directed three times a day for 2 weeks but she was attacked by the influenza and she claimed the 100 pounds reward price the court of first instance held and she was entitled to the 100 pounds but the defendants appealed but their appeal was dismissed. In point of law the advertisement in this case was an offer to pay 100 pounds to any member of the public who would have performed at those conditions set out in the newspaper.

Performance of those conditions was held to constitute acceptance of the offer. The court held further and the offer was a continuing offer which was not important. Case See further Lee v American Swiss Watch Company 1914 AD 12 Dietrichsen v Dietrichsen 1911 TPD 486. Q. To whom may an offer be made/addressed? An offer maybe addressed to a particular person, to a group of persons or to the world at large depending on its terms.

TERMINATION OF AN OFFER

Firstly an offer can be terminated by rejection by the offeree. It can lapse on the expiration of fixed period within which it was meant to be accepted. If there is no such fixed period within which an offer should be accepted an offer lapse after the expiry of some (reasonable time). What constitutes a reasonable time depends on the facts and circumstances of each case An offer can also be terminated by revocation but this presupposes/presumes that the offer is an ordinary revocable offer as opposed to an option. An OPTIO is an offer coupled with a stipulated period of time during which the offeror is not free to revoke it. When an option A make an offer to B and gives a stipulated time within which he must accept to it A also is not allowed to make the same offer to C within the same.

Thus in an option there will be two contracts/conditions to be observed i. e. that of time and that of not having made the same offer to another third party. An ordinary revocable offer can simply be terminated by the offer by revocation but before it has been accepted the revocation must be communicated with the offeree. Lastly an offer is also terminated by death of the offeror. Who can accept an offer? As far as ordinary revocable offers are concerned the general rule is that, “an offer made by A may be accepted by C or D”. Case.

Blew v Snoxell 1931 TPD 226 Blew wrote to Richard Curle Ltd offering to buy a certain piece of land of a certain piece. The land was owned by Richard Curle Ltd but by Snoxell who indicated to Richard Curle in writing that he accepted the offer. Richard Curle Ltd thereupon notified Blew that the owner of the land had accepted his offer. When Snowxell later sued Blew for damages for alleged breach of contract Blew excepted to the summons on the ground that there was no valid agreement between him and Snoxell. The court held that, “Now it is trite law (i. e.

simple legal principle), and an offer made by one person to another can not be accepted by a third party for the simple reason that there was no intention on the part of the one person to contract with the other. Whatever the subject matter of the contract maybe: -The Court held further that it was perfectly clear and the offer was made to Richard Curle Ltd and that the plaintiff purported to have accepted that offer but there was nothing to show any acceptance by Richard Curle Ltd. That being the case, there was no contract on which the plaintiff was entitled to come to court as the offer was never made to him.

Case In the case of Bird v Sumerville and Anor, Bird signed an offer to sell land addressed to Sumerville, Sumerville and the second respondent both of whom, the estate agent appointed by Bird had been conducting negotiations with, added the second respondent’s name as the purchaser and both signed the agreement of sale. The court upheld Bird’s contention/argument that no contract had come into existence because although he initially had no intention of calling to a specific person, his signature of the claimant addressed to Sumerville manifested an intention to sell to him and nobody else.

The offer was accordingly not to open for acceptance by Sumerville and another but could be accepted by Sumerville alone. The intention of the parties runs through the whole acceptance of contract, parties are bound to what they agreed and they are bound because they agreed intentionally and voluntarily. When an option is to sell for cash the offeree may cede that option to the third party because the optional holder has a contractual right which is regarded as property. In this regard i. e. when the option is to sell for cash as long as cash is paid.

It does not make a difference to the offeror whether A is B, C or D who pays the cash. If the offeror gives credit to the offeree then that option may not be ceded. The giving of credit involves an element of direct personal dealing. Case Hersh v Nel 1948(3) SA 686(A) where Nel owned two farms and he gave Mr West an option to purchase the two farms and the together with another person ceded the option to Hersh who then accepted Nel’s offer before its expiry. When Hersh accepted the offer Nel refused to sell the farms.

When sued, the rule made in the case of Blue v Snoxell was applied i. e. an offer made by A to B may not be accepted by C. The court however distinguished an option made in a case sale. The sale of the two farms was on a cash transaction thus in accordance with the principles outlined above the court ruled and the cession to Hersh was valid and his accepted gave him a contract with Nel. Case Madan v Macedo Heirs and Anor 1991(1) ZLR 295(SC) Acceptance: The acceptance of an offer must result in a binding contract and not further negotiations.

An acceptance must be unconditional/unequivocal and clear. A counter offer is not a valid acceptance A counter offer is where the offeree instead of unconditionally accepting the offer makes his or her own offer to the offferor. This happens in a case where A offers to sale a thing to B at a price of $5 000 then B in response to that offer from A tells A that he is prepared to buy that thing for $4 000. B’s conduct in such a situation constitutes/is what is called counter-offering. A counter offer may also be in the form of extraneous conditions attached to the acceptance.

The effect of a counter offer is to terminate the original offer. If the offeree’s acceptance is also shrouded in ambiguity/vague it does not constitute an acception. Case: Boerne v Harris 1949(1) SA 793(A) In which the Appellant was the lessee at premises owned and leased by the respondent. The contract lease agreement contained an option under which the appellant could renew the lease agreement for a longer period of 5 years, the period was to be recognised from 15 April 1947 and the option was to be exercised by October 15 1946.

On October 5 1946 the lessee’s attorneys/lawyers addressed a letter to the lessor in the following terms, “We refer to the lease in respect of the Hotel … and have to advise you that our client intends to renew the lease for a further period of 5 years from 15 October 1946 in terms therefore acceptance of the court held that the purported option was ambiguous in that it was not in accordance with the terms of the option and because of that the exercising of the option was held to be invalid. Case:

Orlon Investments P/c v Ujama Investment and Ors If an acceptance has a condition attached to it when A is not an acceptance at all it becomes a counter offer. If the offer is not prepared to accept the counter offer from the offeree the later can not go back and accept the original offer originally made to him and thus there would be nothing left to accept. Case Water Mayer v Murry 1911 (AD) 61 Water Mayer owned the farm which Murry wished to buy. Murry wrote a letter to Water Mayer offering to buy his farm for 1 700 pounds.

Water Mayer wrote back and said, I accept the offer to sell the farm at 1 700 provided you pay all the expenses and 1 000 pounds is paid at the time of signing the agreement. Murry wrote back and said, “Fine, but the price is not payable at the time of signing … Water Mayer wrote back and said he was no longer interested in selling the farm. When Murry sued Water Mayer the court ruled that Murry had no case because he had made counter offer therefore no contract had been concluded between the parties.

It must be underscored however that a request for modification of terms is not a counter offer and it does not destroy/terminate the original offer. As a general rule a contract is concluded when and where communication of acceptance reaches the mind of the offeror (however, there are exceptions to this general rule). Thus if the offer is communicated to the offeree by telephone in a situation where the offeree is in Harare and the offeree is in Cape Town the contract would be deemed to have been conducted in Cape Town.

This general rule is subject to change by the parties to the contract i. e.they may agree otherwise the offeror may decide to do away with the need to communicate acceptance. The offeror may also prescribe a particular mode of acceptance e. g. the offerer may say if you wish to accept the offer send it by registered post/ through email or at such and such an office. Case R v Nel 1921 AD 339 In this case the Respondent Nel had licence to sell liquor in Transvaal. He received an order form Armstrong who was resident in Cape Town the order was delivered to Nel in the Transvaal (is the written order) and the bottles of liquor were then allocated to the purchaser in Cape Town.

Nel was prosecuted for selling liquor in Cape Town without licence as it was necessary for court to make a finding as to when and where the contract of sale had been concluded. The offeror was in the Cape and the offeree in the Transvaal. The nature of the transaction was that the offeror had dispensed with the need for communication of acceptance and the court concluded that the sale agreement/contract had been sealed in the Transvaal, the moment Nel decided to sell the liquor and he was not guilty. Case McKenzie v Farmers Coop Meat Industries Ltd 1922 AD 16.

McKenzie applied for shares in the cooperative company the application form read in part, “I agree to accept the above number of shares or any lesser number and may be allotted to me”. McKenzie was making the offer to buy the shares and concurrently dispensed with the need for communication of acceptance in that he had expressed the intention that the cooperative should on receiving his application forthwith proceed to allot shares to him. A contract would come into existence as soon as the share transfer secretaries sing a share certificate giving McKenzie any number of shares. Case

In the Ujamaa Investment case the Appellant company was buying shares from the respondents company. The parties engaged in negotiations and there were a number of drafts exchange by the parties and the forth draft was signed by the respondent on October 9 1984. They then sent two copies of that draft to the Appellant under cover of a letter which read in part as follows, “If it is not acceptable, your earlier return of the agreement had a particularly interesting clause which read as follows. This agreement shall only become of force and effect when executed by the seller and by the purchaser.

The appellant/purchaser signed both copies of the agreement and kept them in his drawers. After some time the purchaser sued for the transfer of the share but the Respondent alleged that they had not agreed on anything. It should be noted that the memorandum said the respondent was to return the agreement only if there was no acceptance and by necessary application keep the if there was acceptance. Clause 20 provide that the moment the purchaser signed the agreement, it become a binding contract. In other words and second clause dispensed the need for communication of acceptance.

The Appellant argued that they had sent two copies so that the respondent would return one and keep one for his records and return the other one. However the memorandum said if the terms were not accepted the respondent was suppose to return the papers quickly and so it was argued that it did not say “If accepted do not return them” The court held that the respondent had not dispensed with the need for communication of acceptance and because acceptance had not been communicated it held there was no contract.

Where the offeror chooses to use the post as the means of communication the expedition theory applies. According to this theory a contract is concluded as soon as the letter of acceptance is posted. The contract is concluded before the offeror receives the letter, let alone reads the letter. Thus there will be a binding contract even though the letter never get into the hands of the offeror. The rationale behind this theory is that the offeror must suffer the risk consequences of choosing a specific method of acceptance (is communicated acceptance).

The leading case on the Expectation theory is that of: Cape Explosive Works v SA Oil & Fat Industry 1921(4) CPD 244 where the first defendant wrote a letter on the 10th of July 1916 and sent it by post from Delmore in Transvaal to the plaintiff in Sommerset in Cape Town. The letter contained an offer to sell certain quantities of glycerine oil. On the 14th of July 1916 the plaintiff replied accepting the offer. Then on 11 September 1916 the second defendant of Durban sent a letter by post to the plaintiff in Cape Town containing another offer to sell a certain quantity of glycerine oil.

The letter of acceptance was the posted on 16 September by the plaintiff’s in Cape Town. In an action of the …… the defendants took exception to the jurisdiction of the court on the ground that they were not entered into in the Cape but in the Transvaal and Natal respectively where the defendants had received the letters of acceptance. This argument did not find favour with the court which held that the contracts had been concluded in Cape Town where the letters of acceptance had been posted.

When the offeror makes the offer by post the immediate inference is that acceptance can also be by post so it is open to the offeror to indicate that he will not consider himself bound unless and until he receives the letter of acceptance. If the offeror does not make this special provision the expedition theory will be applied without any exception. The basis of the rule is that by using the post first the offeror by implication authorises the offeree to use the same method of communication. Case Smeiman v Volkersz 1954(4) SA 170.

The Applicant and the respondent made an option to sell some shares to the applicant. The option was verbal and it was to remain open till 15 February 1954. On the 15th of February a lawyer acting for the applicant phoned the respondent’s office in the Cape only to be told that the respondent was not in the Cape but somewhere in OFS. Applicant’s lawyer then quickly wrote a letter exercising the option on behalf of the applicant. A copy of the letter was sent to respondent’s Cape Town office and another to where the respondent was thought to be.

Both copies were posted on the 15th of February but neither reached the respondent on the date. If the expedition theory is applied then the option had been exercised timeously but if it did not apply, then it was not exercised on time because it had lapsed. The question was, “Had the respondent impliedly authorized the use of the post? ” Looking at the facts and what was the appropriate method of replying? The court held that the mere fact that parties reside at a distance does not per se warrant the use of post, the expedition theory therefore did not apply.

By using the post one of the risks the offeror assumes is precisely that the offeree had an option of using a more expeditious means of communication in respecting the offer. Similarly, a faster means of communication would neutralize a posted acceptance. Case A to Z Bazaars (Pvt) Ltd v Ministry of Agriculture1975(3) SA 468 -The offer contained in a notice of expropriation in terms of Section 2 of the Expropriation Act (SA) requires the offeree to signify his acceptance or rejection of the offer of compensation. In accordance with the provision of Section 6(1)of the Act.

-This Section provided that the owner of the property in question should deliver or cause to be delivered a statement indicating whether or not he was accepting. Court interpreted this Section to mean that the owner was required to physically deliver to the Ministry concerned a written acceptance for a contract to come into existence. -There was accordingly no room for the applicant of the expedition theory. Jansen JA said, But even under the law the question whether the alleged agreement has been conducted by posting must depend upon particular circumstance of each case.

The Expedition Theory does not hold without exceptions. It is important therefore to establish the precise limits of the application of the Expedition Theory. Thus the judge emphasized that it is not clear that all whether the Expedition Theory, mainly condemned for the protection of the offeree, should necessarily produce the possibility of a neutralization of the posted acceptance before it is received by the offeror.

MISTATE AND QUASI-MUTUAL ASSENT N/B

First there must be offer and acceptance (i. e. in the formulation of a contract).

• The second requirement that ought to be present is that of agreement of which can either be actual apparent. As regards actual agreement there has to be a meeting of minds of the parties involved in a coincidence of wills. This is referred to as a consensus ad idem on the subjective theory.
• What it means is that if the terms of the contract are different as known by A and B then there is no contract. Case Jordan v Trollip (1960) (1) PH 825 -In a Robert AJ reiterated Wessels train/trial of thought that in order to determine the existence/otherwise of a contract. It is the manifestation of the parties wills and not the unexpressed will which is of importance.
• This point was further emphasized in the case of Jones v Anglo African Shipping Company 1936 (1972) SA 827 of 834, where the court held that, “In the interpretation of a contract the general rule is that the court should determine what the true intention of the parties was.
• As regards apparent agreement it has come to be accepted that a contract can also come into existence in the absence of actual agreement. If one of the parties conducts himself in a manner that make the other party believe that he is agreeing to a proposed term of contract. This is referred to as Quasi Mutual Assent or the objective theory of contract.
• The doctrine of Quasi Mutual Assent was clearly articulated in the case of Smith v Hughes (1871) 6QB 597 of 607 where Blackburn J had this to say, “If whatever a man’s real intention maybe he so conducts himself and reasonable men would believe that he was assenting to the terms proposed by the other parties terms”.
• This is sometimes referred to as Agreement by conduct.
• The following relevant factors must be taken into consideration when dealing with matters relating to Quasi Mutual Assent: (a) has A instead of B into believing that he is prepared to contract on terms a, b, c if the answer is no then the court should consider the following question (b) Was B’s belief reasonable? If the answer is Yes then there is a contract as understood by B on the basis of Quasi Mutual Assent.
• Courts have often asked this question, “Is there any difference between Quasi Mutual Assent and Estoppel? -Before addressing the question it is imperative to define what estoppel is.
• Estoppel is a general principle of law whereby, if a person either negligently or fraudulently misrepresents facts and another relies on the misrepresentation to his detriment the person making the misrepresentation is prevented from ascertaining and providing that the true state of affairs is different.
• For a person to establish estoppel he has to prove the following four factors:

(i) That there was a misrepresentation (i. e. either negligent/fraudulently).

(ii) That there was fault on the party of the representor either in the form of negligence.

(iii) That the other party relied on the misrepresentation.

(iv) That there was detriment which was caused by a reliance upon such misrepresentation. Differences between Estoppel and Quasi Mutual

1. Estoppel can only be relied upon as a defence and not a cause of action whereas quasi mutual assent can found a cause of action
2. Quasi mutual assent does not require fault, fraud and detriment to found a claim. Instead there should only by misrepresentation and a reliance on misrepresentation which reliance need not be detrimental. Case Stanbik Finance Zimbabwe Ltd v Chivhungwa 1999(1) 262 HC Spesbona Bank Ltd v Portals Water Ltd SAPDY Ltd (1983)1978. NBNot only does the courts confine themselves to the four corners of the contract but at times they go further in looking at the particular conduct of the parties as they/at the time they entered into the contract (i. e. objective approach of which may include either representation by one party) NBFreedom of contracting i. e. within the confines of the law.
3. Animus contrahend: it refers to the intention to create legally binding obligations when an offer is accepted. -It is the yardstick (i. e. AC) that usually distinguishes a contract from social agreement. It is important to note that our courts have derived agreements into two categories in order to ascertain legal effects, these are commercial transactions and social arrangement. Social arrangements: It is true that social arrangements are not meant to be legally binding unless there are special arrangements which allows for that. Case Balfour v Balfour The plaintiff was the wife of the defendant. The defendant was employed in Ceylon. When the plaintiff went there she decided that she did not want the weather there and opted to stay in England instead. The defendant offered to pay her 100 pounds as maintenance periodically.

The defendant then flouted the promise and plaintiff sued him for maintenance on the basis of the arrangement they had made. The courts dismissed the claim on the ground that by holding that this was a social arrangement which did not create an intention to be legally bound. Case Jones v Padabaton 1969 2 ALL ER 166 Commercial transactions: these are presumed to create legally binding obligations. However, some commercial transactions can specifically exclude animus contrahend by what are called “honorp clauses”. An honor clause specifies that an agreement is only supposed to be binding in honor and not give rise to any legally enforceable obligation.

This position was confirmed in the case of Electronic Building Elements v Huang (1992) 2 SA 384 of 387 where Levy AJ held that “if the parties choose to exclude from legal enforceability any arrangements arrived at between them, it can then become no more that a moral obligation or an obligation of honor but unforceable in court of law. Rose and Frank Co v JR Crompton and Brothers Ltd and Anor 1923 2 KB 261 Possibility to person: An agreement cannot be deemed to be a contract if the performance of the obligation is impossible .

This position was captured in the case of: Peters, Flamman and Co v Kokstad Municipalities where the court held that by the civil law a contract is void if at the time of its inspection its performance was impossible. This rule/principle is however subject to the following qualifications. a) The impossibility must be absolute as opposed to probable. b) The impossibility must be absolute as opposed to relative c).

The impossibility must not be fault of one of the parties to the contract NBParties should not agree upon anything unlawful nor outside human capabilities Formalities In Zimbabwe contracts need not be reduced into writing unless there is a statute that specifically provides so e. g. section 5 of Hire Purchase Act provides that a hire purchase agreement must be reduced into writing.

Similarly Section 7 of the Contractual Penalties Act provides that an installment sale of land must be reduced into writing. Section 47 of the Companies Act provides that a pre-incorporation contract must be reduced into writing. NBThe reason why there is such emphasis for reducing contracts into writing is for evidential purposes and it is also easy to decide on any case involving contracts put into writing (i. e. any document speaks for itself and thus it will be easy to see what is/want is not included in the terms of the contract).

5. Contractual Capacity For an agreement to valid the parties to a contract must be legally entitled to enter into such agreements. In Zimbabwe the law has divided persons into artificial persons and natural persons. Artificial persons: this refers to companies and private business organisation and sometimes state cooperatives. Companies – for a companies to enter into an agreement it must be represented by a natural person who is empowered by its Articles of Association to enter into contracts on behalf of the company.

Also the contract itself must fall within the parameters of the memorandum of Association. NB Thus if contracting with any company one should check on the above two requirement otherwise the contract would be deemed and void. Partnership As regards a partnership the capacity to contract is found in the partnership deep. However, it is generally accepted that any partner can enter into a contract on behalf of the partnership if the contract furthers the interests of the partnership. Natural Persons In Zimbabwe the legal age of majority is 18 years and any person who has reached that age can enter int.