Question from Eny, Can Learnlearn Successfully Sue Coachcoach Over Share Sale?
Answer from AI:
1. Learnlearn’s Chance of Success Against Coachcoach
Learnlearn’s chance of success in a legal action against Coachcoach appears to be low. In contract law, an offer must be accepted exactly as it is presented, without modifications, for a binding agreement to be formed. Learnlearn’s counteroffer of N28 per share effectively rejected Coachcoach’s original offer of N30 per share and proposed a new offer. Since there was no acceptance of the original offer, no contract was formed between Coachcoach and Learnlearn.
2. Effect of Learnlearn’s Counteroffer
The effect of Learnlearn’s counteroffer was to reject the original offer made by Coachcoach. Once a counteroffer is made, the original offer cannot be accepted anymore, as it has been legally terminated.
3. Offer Capable of Acceptance
The offer capable of acceptance was Coachcoach’s offer to sell the shares at N30 per share. However, once Learnlearn made a counteroffer, the original offer was no longer available for acceptance.
4. Issue Involved Based on the Offer
The issue involved here is whether a valid contract was formed between Coachcoach and Learnlearn. Since Learnlearn did not accept the original offer and instead made a counteroffer, no contract was established between them.
5. Governing Principle of the Transaction
The principle that governs this transaction is the “mirror image rule” in contract law, which states that an acceptance must exactly match the terms of the offer for a valid contract to be formed. Any deviation from the terms of the offer is considered a counteroffer, not an acceptance.
6. Different Outcome if Sold at N28 per Share to Learnlearn
If Coachcoach had accepted Learnlearn’s counteroffer and sold the shares at N28 per share, the position would have been different. In that case, a contract would have been formed between Coachcoach and Learnlearn, and the sale to Fastfast at N35 per share would not have been possible without breaching the contract with Learnlearn.
7. Fastfast’s Action if Sold to Learnlearn at N28 per Share
Had Coachcoach sold the shares to Learnlearn at N28 per share, Fastfast would not likely succeed in bringing an action against Coachcoach for selling to the lower bidder. Fastfast’s offer to buy at N35 per share does not create a legal obligation for Coachcoach to sell to him, especially if Coachcoach had already entered into a contract with Learnlearn.
It is important for individuals involved in such transactions to consult with a legal professional for personalized advice, as this information is general in nature and does not constitute legal advice. For more information on contract law and the formation of contracts, you may refer to resources such as the Legal Information Institute’s overview of contract law.