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A corporate resolution is not an offer unless efforts are made to communicate it. Which case held so

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Remember the cardinal rule of contract formation: Offer + Acceptance + Consideration. A crucial element of a valid offer is its communication to the offeree (as established in cases like \textit{Lalman Shukla v. Gauri Datt}). An uncommunicated intention, whether by an individual or a corporation, has no legal effect as an offer.
Updated On: Jul 13, 2026
  • Blair v. Western Mutual Benefit Association
  • R. v. Dawood
  • Harvela Investments Ltd. v. Royal Trust Co. of Canada,
  • None of the above
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The Correct Option is A

Approach Solution - 1

The principle in question, an offer must be communicated before it has any legal effect, narrows the choice to a case actually about undisclosed internal decisions.

  1. R. v. Dawood: A criminal case, irrelevant to contract formation.
  2. Harvela Investments: Concerns interpreting an already-communicated invitation to bid, not whether an internal decision counts as an offer.
  3. Blair v. Western Mutual Benefit Association: Directly involved a board resolution never conveyed to the affected party, and the court held it was not an offer for exactly that reason.

Since only one case actually concerns an uncommunicated resolution, the correct answer is Blair v. Western Mutual Benefit Association.

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Approach Solution -2

A useful way to narrow down case-law questions like this is to first sort the options by subject matter before analysing the facts closely.

  1. R. v. Dawood: The R. v. style of citation itself signals a criminal prosecution, immediately ruling it out as the source of a contract law principle about offers.
  2. Harvela Investments Ltd. v. Royal Trust Co. of Canada: This is indeed a contract law case, but its subject is the specific mechanics of a sealed-bid auction with a referential bidding clause, a scenario quite different from an internal, uncommunicated company resolution.
  3. Blair v. Western Mutual Benefit Association: Once the criminal case and the unrelated auction case are set aside, this remaining case is precisely the one on point, an internal board resolution to renew a contract that was never conveyed to the other party, held not to be an offer for that very reason.

Sorting first by subject matter and then confirming the facts leaves only one case addressing communication of a corporate resolution.

Therefore, the correct answer is Blair v. Western Mutual Benefit Association.

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