An instructor's lecture script for introductory contract law, written in an accessible voice and grounded in local examples such as market trading, poda-poda transport and mobile money.
Instructor's Note: This guide is designed for interactive teaching. The tone is authoritative yet accessible ("expert but friendly"). The examples use local context (Freetown markets, Poda-podas, Mobile Money, provincial trade) to ground abstract legal principles in daily reality.
Module 1: Introduction to Contract Law
1.1 The Definition & The "Reasonable Person" Test
Instructor: "Kushe-o, class! Today we are talking about Contracts. When I say 'Contract,' what comes to your mind? Do you think of a big construction company building a road in Makeni, or do you think of buying fry-fry (fried plantains/fish) in the morning?"
Student (Foday): "Sir, a contract is a big document with a stamp, like when you buy land."
Instructor: "Foday, that is a type of contract (a Deed), but it is not the only one. A contract is simply an agreement between two or more parties that the law will enforce. It is the legal glue that holds our economy together."
- The Golden Rule: Every contract is an agreement, but not every agreement is a contract.
- The Test: How do we know the difference? The law uses anObjective Test(The Test). We don't look inside your heart; we look at your actions. Would a reasonable person looking at your behavior think you intended to make a deal?
Case Law Focus: Intention to Create Legal Relations
Instructor: "Let's look at two famous cases that our courts in Sierra Leone still follow today regarding families and contracts."
Case 1: Balfour v Balfour (1919) - The Domestic Presumption
- The Facts: A husband worked in Ceylon (Sri Lanka). He promised to pay his wife £30 a month while she stayed in England for medical reasons. They later separated, and he stopped paying. She sued him.
- The Ruling: The court saidNO Contract.
- The Lesson: In domestic arrangements (husband/wife, family), the law presumes there isno intentionto create legal relations. It was just a domestic promise, not a legal deal.
Case 2: Merritt v Merritt (1970) - The Exception
- The Facts: A husband left his wife for another woman. He signed a paper saying he would transfer the house to her if she paid off the mortgage. She paid it off; he refused to transfer the house.
- The Ruling: The court saidYES Contract.
- The Lesson: Because they were already separated/estranged, the "happy family" presumption didn't apply. They were bargaining like strangers.
1.2 Types of Contracts: Bilateral vs. Unilateral
Instructor: "Not all contracts look the same. We have two main shapes:"
Bilateral Contracts (Promise for a Promise)
- Scenario:I promise to sell you my Toyota for Le 50 million, and you promise to pay me on Friday. Both of us have made promises. This is the most common type.
Unilateral Contracts (Promise for an Act)
- Scenario:I lose my wallet. I announce on Radio Democracy: "Anyone who finds my wallet gets Le 500,000."
- The Twist:No onepromisesto find it. But if youdothe act (find it), I must pay. You accept by doing the work, not by talking.
Case Law Focus: Types of Contracts
Case Example: Bilateral Contract Brinkibon Ltd v Stahag Stahl (1983)
- The Context: This involved a company in London buying steel from a company in Vienna.
- The Ruling: The court treated this as a classic bilateral contract. The buyers promised to pay, and the sellers promised to deliver steel. The dispute was just aboutwherethe contract was formed, but the "promise-for-promise" structure was clear. Most commercial cases (like buying rice at the port) are bilateral.
Case Example: Unilateral Contract 1.
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Errington v Errington & Woods (1952)
- The Facts: A father bought a house for his son and daughter-in-law. He told them:"The house is in my name, but if you pay all the mortgage instalments, I will transfer it to you."The father made a promise; the couple did notpromiseto pay, but theystartedpaying (the act). The father died, and the mother tried to kick them out.
- The Ruling: The Court held this was aUnilateral Contract. By starting the act (paying instalments), the couple had accepted. The offer could not be revoked as long as they continued the act.
1.3 Importance and Functions
Why do we need this law in Sierra Leone? It's not just for lawyers; it's for survival.
Certainty in Business: Imagine you are a cocoa exporter in Kenema. You sign a deal with a buyer in Belgium. You ship the cocoa. You need to know, with 100% certainty, that the law will force them to pay. Without contract law, trade stops because everyone is afraid of being cheated.
Enforcement: It moves from 'friendship' to 'state power'. If the other party fails (breaches), you don't need to fight them in the street. The court (judiciary) forces them to pay damages or perform their duty.
Economic Growth: Foreign investors and local businessmen will only invest money if they know contracts are respected. If a bank lends money to a startup in Bo, they rely on the contract to get their money back.
Module 2: Sources of Contract Law in Sierra Leone
Instructor: "Where do we get these rules? Did we just make them up yesterday? No, our law is like a river with different streams flowing into it."
2.1 The Two Main Streams
Sierra Leone's legal system is a 'hybrid' system, heavily influenced by our colonial history but adapted for today.
Common Law (The English Legacy)
- Explanation:These are laws made by judges over hundreds of years based onPrecedent(). This means "stand by what has been decided."
- Context:Under theCourts Act of 1965, Sierra Leone applies the "General Law," which includes the Common Law of England. This is why we study English cases likeCarlillorFisher v Bell. They are authoritative in our courts.
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- Equity:This runs alongside Common Law. Common law is strict (rules are rules). Equity is aboutfairness.
- Example:Common law says if someone breaks a contract, they pay you money (Damages). Equity says, "Sometimes money isn't enough. We will order them to actually do what they promised" ().
Statutory Law (Acts of Parliament)
- Explanation:These are laws passed by our own Parliament at Tower Hill.
- The Hierarchy:Statutes are powerful. They override Common Law.
- Example:TheSale of Goods Act(governing how we buy and sell merchandise). If the Act says "Goods must be fit for purpose," a seller cannot say "But the common law says buyer beware!" The Statute wins.
A Note on Customary Law
- In the Provinces, many agreements regarding land or family matters are governed by Customary Law. However, for general commercial business (buying cars, banking, corporate deals), we stick to the General Law (Common Law + Statutes).
Module 3: Formation of Contracts
Instructor: "To make a valid contract, imagine you are cooking Jollof Rice. You cannot just throw rice in a pot and hope. You need specific ingredients: Rice, Tomato Paste, Maggi, Onions. If you miss the Maggi, it’s not proper Jollof. It’s just red rice."
A contract needs Four Essential Ingredients:
Offer(The proposal)
Acceptance(The agreement)
(The price/exchange - "Quid Pro Quo")
(Seriousness)
(If any one of these is missing, the contract is Void - meaning it never existed in the eyes of the law).
Module 4: Offer and Acceptance (The Agreement)
4.1 The Offer vs. Invitation to Treat
Definition: An unequivocal statement of willingness to contract on specific terms.
Scenario 1: The Supermarket Shelf (The "" Trap)
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Instructor: "This is where 90% of students get confused. Pay attention."
- Context: You go to a supermarket in Congo Cross. You see a bag of rice marked 'Le 500'. You take it to the counter.
- The Question: Is the price tag anOffer?
- Student (Aminata): "Yes, sir. They offered it for Le 500, I accepted by picking it up."
- Instructor: "Wrong! In law, displaying goods on a shelf is NOT an offer. It is anInvitation to Treat."
Case Law Focus: Invitation to Treat
Case 3: Pharmaceutical Society of Great Britain v Boots Cash Chemists (1953)
- The Facts: Boots introduced a "self-service" system (new at the time) where customers picked medicine off the shelf. The law said a pharmacist must supervise the "sale." The question was: When did the sale happen? At the shelf (unsupervised) or at the till?
- The Ruling: The sale happens at thetill/cashier.
- The Lesson: Putting goods on a shelf is just an invitation. The customer makes theofferto buy at the counter. The shop can accept or reject.
Case 4: Fisher v Bell (1961)
- The Facts: A shopkeeper displayed a "flick knife" in his window with a price tag. It was illegal to "offer for sale" such knives. He was arrested.
- The Ruling: Not Guilty.
- The Lesson: A window display isnotan offer for sale; it is an invitation to treat. He technically hadn't "offered" it yet.
Scenario 2: The Poda-Poda Driver (The Offer)
When a Poda-Poda apprentice hangs out the door shouting "Lumley! Lumley!", he is making a specific Offer to the public to transport them to Lumley for the standard fare. When you step onto the bus, you are Accepting that offer by conduct. The contract is formed the moment you sit down.
Case Law Focus: Unilateral Offers
Case 5: Carlill v Carbolic Smoke Ball Co (1893)
- The Facts: A company sold a "Smoke Ball" to cure the flu. They put an ad in the paper: "If you use this and still get the flu, we will pay you £100. We have deposited £1000 in the bank to show we are serious." Mrs. Carlill used it, got the flu, and asked for her money. The company said, "We were just joking, and you didn't tell us you accepted the offer."
- The Ruling: Mrs. Carlill Won.
The Lesson
An adcanbe an offer if it is specific enough (Unilateral Offer).
You don't need to tell the company you accept; you just need toperform the act(use the ball).
4.2 Termination of an Offer
An offer doesn't last forever. How does it die?
Revocation: Taking it back before acceptance.
Rejection/Counter-Offer: Saying no, or changing the terms.
Lapse of Time: If I offer to sell you perishable fish, and you answer three weeks later, the offer has lapsed.
4.3 Acceptance
Definition: A final and unqualified expression of assent to the terms of the offer.
The "Mirror Image" Rule Instructor: "Acceptance must match the offer exactly—like a reflection in a mirror. You cannot change a single dot."
Case Law Focus: Counter-Offers
Case 6: Hyde v Wrench (1840)
- The Facts: Wrench offered to sell his farm for £1,000. Hyde replied, "I will give you £950." Wrench refused. Hyde then said, "Okay, I accept the original £1,000." Wrench refused to sell. Hyde sued.
- The Ruling: Hyde Lost.
- The Lesson: The of £950killedthe original offer of £1,000. You cannot revive a dead offer.
4.4 Communication of Acceptance
You cannot accept inside your head. You must tell the other person.
Instantaneous Communication (Face-to-Face / Phone)
- The contract happens when the offerorhearsthe acceptance (Entores v Miles Far East Corp).
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The Postal Rule (The Historical Quirk)
- If we agree to use the Post Office, acceptance happens themoment the letter is dropped in the box, not when it arrives (Adams v Lindsell).
Silence is NOT Acceptance
Case Law Focus: Silence
Case 7: Felthouse v Bindley (1862)
- The Facts: An uncle wrote to his nephew about buying a horse: "If I hear no more about him, I consider the horse mine at £30." The nephew didn't reply but intended to sell it to the uncle. An auctioneer accidentally sold the horse to someone else. The uncle sued.
- The Ruling: The Uncle Lost.
- The Lesson: You cannot impose an obligation on someone to speak. Silence does not amount to acceptance.
Review Questions (The "Queuer" Scenarios)
Instructor: "Let's test your brains with these Freetown scenarios to see if you can think like lawyers."
Q1: The Market Struggle (Chaos vs. Contract)
"You are at Dove Cut. A woman holds up a fresh Barracuda and shouts 'Le 50!' You say 'I will take it.' She looks at you, sees you are dressed in a suit, and says, 'No, for you, it is Le 60.' Can she do that?"
- Analysis:Yes. Based onBoots Cash Chemists, her shouting is an invitation to treat. You made the offer at Le 50. She rejected it.
Q2: The Lost Dog (Unilateral Contract)
"Mr. Kamara posts a flyer on a pole in Campbell Street: 'Lost Dog. Reward Le 1,000,000 for return.' You find the dog and bring it to him. He refuses to pay because he says he never made a contract with you specifically—he doesn't even know your name!"
- Analysis:Mr. Kamara is wrong. Based onCarlill v Carbolic Smoke Ball, this is a Unilateral Offer to the world. You accepted by performing the act. He must pay.
Q3: The WhatsApp Delete (Electronic Acceptance)
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"I WhatsApp you offering my generator for sale. You type 'I Accept'. But before the message gets two blue ticks (read receipt), I delete the message and say 'Price has gone up'. Is there a contract?"
- Analysis:This is a modern grey area! Generally, acceptance must becommunicated. If I didn't see it (no blue ticks), and I revoked my offer before seeing it, there is likelyno contract(applying the principle fromEntores v Miles Far East Corp).