Today I am talking about contract but it is going to be simplified for you to grasp my point. I am going to relate it to a Model and her agency.
Simply put, a contract is an agreement between two or more persons which is binding on them. But in Law, a contract is defined as an agreement which the Law will enforce or recognise as affecting the legal rights and duties of the parties. It can also be defined as a promise or set of promises the Law will enforce. For a contract to be valid and enforceable by law, purpose and intention of the people or parties involved must be mutual and their must be consideration. Consideration can be in form of money or rendering of services.
There are 3 classification of contract. There is the formal contract and simple contract. A formal contract must be in writing or may be typed on a paper. Under formal contract, there is also something called a contract made by deed. A deed for it to be valid must be completed and given full legal effect by the signing, sealing and delivering of it by the party executing to the party in whose favour it is executed. A person executing a deed must now either sign or make his mark in addition to sealing for the contract to be valid. A contract under deed will still be valid even when there is no consideration. A simple contract is defined as all contracts other than formal contracts. They may be in writing or oral. The distinction between these two forms of contract is that the validity of a simple contract is derived from the presence of consideration.
There is also another form of contract known as express and implied contract. An express contract is one when the terms of the contract are clearly stated. For example, modelsdiarys' agency calls for an open casting call to all interested Model to join its agency. Some models were picked and the models were subsequently given contracts to sign. All the terms will be well spelt out in such agreement and a contract comes into existence after the Model has read the terms and agreed to the terms therein. In the case of implied contracts, the terms are not expressly stated. The court will normally assume the existence of a contract from the conduct of the parties even though there was no express agreement between them. For example, a Modelsdiarys agency gives a Model a contract to sign which the Model fails to sign, but Modelsdiarys gives the Model jobs and gets it cuts after paying the Model. No contract is signed, but Modelsdiarys and the Model have been acting on the terms of the unsigned contract especially if it is over a period of time.
So right now, we are going to another aspect of the Law of Contract, the elements of a contract. The elements of a valid contract are offer, acceptance and consideration. For a contract to exist, they have to be an offer by one party to another and an acceptance by the person to whom the offer is addressed.
Offer
An offer simply put is a promise made by one person with the intention that it shall become binding on the person making the promise as soon as it is accepted by the party to whom it is addressed. An offeror(person making the offer) must place at the feet of the offeree(person to whom the offer is made) a clear intention and desire to enter into a contract with the person to whom the offer is made. An agent scout who spots a Model and invites her to come sign under the agency is an offer made to the Model by the scout on behalf of the agency. There is no limit to the number of people an offer can be made to. A contract comes into existence only between the person making the offer and the person or persons responding to the offer and accepting it. A offer(not a contract) can be made not only to individuals and group of persons, but to the whole world. An offer can be made in writing, in words or by conduct.
Under offer, there is something also known as invitation to treat. If an offer is in form of a preliminary move in negotiations which may lead to a contract, it is not an offer, but an invitation to treat. An invitation to treat not being an offer but a phenomenon preceding an offer is not capable of forming a contract upon acceptance. For example, modelsdiarys advertises on Facebook, Instagram, twitter, and their website that they need new models to sign under and agency and interested models apply to their agency with pictures or should come for their casting calls, modelsdiarys advertisement cannot constitute an offer because they have the right to reject some applications from models they think do not fit their brief. It is the application made by these models in response to the advertisement that is recognised as offers and when Modelsdiarys accepts some of these applications, a contract will emerge between Modelsdiarys and the Model's whose application were accepted. So also, if you apply to an agency to be signed under them, an agency has a right to reject your offer by telling you they are not accepting new faces right now till some time later. So in other words, applications made by a Model to an agency or a Model going for an agency's casting is actually an offer made by the Model because the agency has no clear intention to sign you yet. But if the agency sees you, likes your looks and invites you to its office and tells you of its intention for you to sign with its agency, that is an offer made by the agency and it is left for you to accept or reject the offer.
Acceptance
An acceptance is a final and unqualified expression of assent to the terms of offer. Simply put, an acceptance of an offer is the reciprocal act or action of the person to whom an offer is made in which he indicates his agreement to the terms of the offer made by the person who makes the offer. An acceptance may be manifested by words, by conduct or by documents passing between both parties. An acceptance by conduct will amount to proper acceptance if it is shown that the person to whom the offer is made to did the act with the intentions of accepting the offer. So therefore if a person is ignorant of an offer made, his acts cannot amount to an acceptance. For an acceptance to be valid, there must be external manifestation of assent, some words must be spoken or some act done by the person to whom the offer is made or its agent.
Acceptance must be communicated to the person who made the offer. Silence or an intention to accept does not amount to acceptance, intention must be coupled with act to amount to acceptance. So what I am saying here is when an agency makes an offer to a Model to sign with the agency, the Model if interested must communicate to the agency that he/she has accepted the offer either by words or by his/her acts or in writing. A Model just accepting in his/her mind is not enough, such Model must communicate his/her intention to join the agency. So also an agency who gets applications from models must communicate to the models picked acceptance of their offers. If a Model applies to an agency and does not get a reply from them within a reasonable time, that does not amount to acceptance by the agency even though the agency has it in mind to accept the Model’s application. The agency has to communicate acceptance to the Model and also rejection. It is also important to note that any acceptance is made subject to fulfilling a condition is not a valid acceptance. For example, where an agency tells you that your application can only be accepted on one condition, you have to cut your hair, you have to lose extra pounds, you have to take care of your skin, your contract with any other agency must have expired, that does not create a binding contract except these conditions are fulfilled.
Sometimes a person making an offer may require that the communication of acceptance must be in a certain way, either by a phone call, or a mail or by letter and so so. In this case, the requirement of communication must be followed as prescribed by the offeror. So when an agency asks you to communicate your response to them by a telephone call, do so, if it is by an email, do so. Where the person who made the offer doesn’t give any instruction on how the acceptance should be communicated, then if an offer is made to you by a telephone call, communicate acceptance by a phone call, if its is by an email, communicate acceptance by email, if an offer is made to you by words of mouth, do so or if that is not possible, send a mail or a text especially if the agent gives you his/her number or email address.
When an offer is terminated
There are different ways in which an offer made may be terminated. It could be by revocation, by lapse of time, by the death of the person who made the offer or the person to whom the offer is made and by rejection.
An offer terminated by revocation occurs when an offer is revoked anytime before acceptance is made or communicated. It is desirable that the person who made the offer must communicate to the person whom he made the offer to of his revocation.
An offer can be terminated if there is no acceptance after an appropriate lapse of time. For example, when an agency communicates to you of its intention for you to join the agency and gives you three months for you to reply to their offer. If you don’t reply within three months, after the three months, the offer has been terminated. However if the agency does not give you a time for you to reply, you are expected to reply within a reasonable time.
So also where the person to whom an offer is made heard that the person who made the offer to him has died, he cannot therefore validly accept his offer. So also if the offeree dies.
An offer is terminated if rejected by the person to whom an offer is made. However a rejection does not terminate the offer until it is communicated to the person who made the offer. So when a Model applies to an agency and the agency rejects the Model’s application, the agency should be polite enough to reply the Model that his/her application has been rejected so also when an agent asks a Model to come and join his agency.
Thank you all for reading, in my next post, I am going to talk about consideration and the Law of agency.
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