• Whether Msanii is bound by the contract he collected from Ngoma Music even though

his father was the one who delivered the signed contract without his knowledge.
• Whether Ma-tunes Music have a legally binding contract with Msanii since he signed
the contract with them knowingly.

LEGAL FACTS.
VALIDITY OF CONTRACT WITH NGOMA MUSIC.
For a contract to be valid there must be an offer, acceptance, consideration, intention to be
legally bound and capacity.
OFFER:
An expression of willingness to contract on certain terms made with intention that it shall be
binding as soon as it is accepted by the person to whom it is addressed.
ACCEPTANCE:
This is the external manifestation of assent by the offeree. It gives rise to an agreement between
parties. Acceptance may be oral, written or implied from the conduct of the offeree. Acceptance
must be unconditional assent failure to which it becomes a counter offer as seen in the case of
Hyde V Wrench (1840) 3 Beavan 334; (1840) 49 ER 1321
FACTS.
The defendant wrote to the claimant offering to sell his farm for 1000 euros. The claimant wrote
back saying that he would buy the farm at 950 euros. The defendant responded that he would not
sell at that price. Later the claimant wrote back accepting to buy at 1000 euros but the defendant
was not selling the land anymore.
JUDGEMENT.
If a person makes a counter offer then this has the effect of terminating the first offer. Therefore
there was no contract between the parties.
CONSIDERATION:

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It may be defined as loss or inconvenience suffered by one party at the request of the other -Bunn
v Guy (1803) 4 East 190.
Or some detriment to the plaintiff or some benefit to the defendant Thomas V Thomas (1842) 2
QB 851.2
A simple early way of defining consideration came in the case of Currie V Misa (1875) where
one has to lose something to gain something.
In this case all of the above are considered when Msanii accepts the offer given to him by
Ngoma Music and he collects the contract to go and sign at home, however, it should be noted
that Msanii does not hand in the contract to Ngoma Music but instead his father does without his
knowledge.
It is therefore important to determine whether Msanii’s father has the capacity to hand in the
contract on Msanii’s behalf based on the principle – agent relationship. If he did not have that
capacity then the contract may not be binding to Msanii.
REVOCATION OF OFFER.
The question here is whether Msanii effectively revoked his offer to Ngoma Music by making a
counter offer to Ma-tunes Music. Under rules of acceptance silence can not amount to acceptance
as was established in the case of Felthouse V Bindley (1863) 142 ER 1037.
FACTS.
An uncle and nephew had negotiated over the sale of the nephew’s horse. The uncle had said “if I
hear no more from you I shall consider the horse mine at 30 euros 15s’.The nephews stock was
then put for auction. At the sale the auctioneer failed to withdraw the horse from the sale as he
had been instructed to do by the nephew, and the horse was sold to another party.
JUDGEMENT.
The uncle’s action against the auctioneer failed. He was unable to prove that the horse was his.
The nephew had not actually accepted his offer to buy. The court would not accept the nephew’s
silence on the matter as any indication of acceptance.
Msanii did not communicate to Ngoma Music having signed the contract hence his silence could
not be assumed as an acceptance of the offer. He could therefore make a counter offer to Ma-
tunes Music since he was not in any contract.

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DOCTRINE OF AGENCY.
Under rules of acceptance, the acceptance must be made and communicated by the parties in the
terms of the offer and not by a third party as was established in the case of Powell V Lee (1908)
99 LT 284.
FACTS.
The claimant here had applied for a position as a headmaster of a school and had attended an
interview. The interviewing committee decided to appoint him but did not officially tell him at
that point. One of the panel, who was clearly not authorized to do so, then told Powell what the
decision of the committee had been. He sued claiming that the committee had already in effect
accepted his offer of work.
JUDGEMENT.
The court rejected his claim as he was not in a contractual position until the official notification
of the committee was given to him.
It is therefore important to note that there was no contract between Msanii and Ngoma Music
since he had not handed in the contract and neither did he have a principle-agent relationship
with his father hence he could not hand in the contract on his behalf.

VALIDITY OF CONTRACT WITH MA-TUNES MUSIC.

The issue of determination is whether the contract signed between Msanii and Ma-tunes Music
was valid. Under this we are going to look at the rule of acceptance which states that;
Counter offer can become a term of agreement if it is accepted by the parties.

Msanii makes a counter offer of signing the contract with Ma-tunes Music if they accept to give
him 70% of the record sales. This is contract is signed when Ma-tunes agree to Msanii’s demand
and he goes to their offices to sign the contract. The case on counter offer was established in the
case of Davies & CO V William Old (1969) 67 LGR 395
FACTS

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Shopfitters following their successful tender, contracted with the architects in a building contract
to sub-contract to the builders. The builders under instruction from the architects, issued an order
for work to the shopfitters. They did this on their own standard form that included a clause that
they would not pay for work until they themselves had been paid.

JUDGEMENT.
The shopfitters action failed. The builders’ standard form was a counter offer that the shopfitters
had accepted by carrying on with the work.

It can thus be concluded that there was a contract which is legally binding between Msanii and
Ma-tunes. They therefore have a course of action should breach of contract occur and they can
sue against Msanii.
LEGAL CONCLUSION:
Based on the legal analysis above it is likely that the contract between Msanii and Ngoma Music
is not valid since Msanii had not handed in the contract himself as required in the terms of a
contract thus they have no legal action over Msanii.
It is also likely to conclude that the contract between Msanii and Ma-tunes Music is legally
binding and valid based on the terms of a contract, he had intebtionally signed and accepted the
terms of the contract thus Ma-tunes have a legal action over Msanii.