Seeff Commercial and Industrial Properties (Pty) Ltd v Silberman (304 / 98) [2001] ZASCA 36; [2001] 3 All SA 133 (A); 2001 (3) SA 952 (SCA) (26 March 2001)

Seeff Commercial and Industrial Properties (Pty) Ltd v Silberman (304 / 98) [2001] ZASCA 36; [2001] 3 All SA 133 (A); 2001 (3) SA 952 (SCA) (26 March 2001)

The Supreme Court of Appeal held that a contract was concluded between the parties in September 1994 on the terms set out in Annexure A1, as amended by paragraph 1 of A5 regarding price increases for materials. The court found that the respondent's silence and subsequent conduct amounted to tacit acceptance of the counter-offer, and that the appellant proceeded with the project on this basis. The court rejected the appellant's argument that express communication of acceptance was required, noting that the circumstances and commercial practice justified an inference of acceptance. The appeal was dismissed, and the order of the court a quo was confirmed with minor amendments to reflect the...

Citation
[2001] ZASCA 36
Parties
Appellant: Seeff Commercial and Industrial Properties (Pty) Ltd; Respondent: Colin Silberman
Court
Supreme Court of Appeal
Jurisdiction
South Africa
Judgment Date
26 March 2001
Case Number
304 / 98
Procedural Posture
Civil Appeal / Appeal From the Transvaal Provincial Division of the High Court
Outcome
Appeal dismissed with costs, including the costs of two counsel. The order of the court a quo is confirmed with amendments to the contractual terms.
Judges
Olivier, Zulman, Nugent
Legal Topics
Contract Formation, Tacit Acceptance, Counter Offer, Pleading Defects, Project Management Agreement
Commercial and Corporate Civil Procedure Contract Formation Tacit Acceptance Counter Offer Pleading Defects Project Management Agreement

Case Brief

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Parties

Seeff Commercial and Industrial Properties (Pty) Ltd

Appellant

Colin Silberman

Respondent

Procedural Posture

Civil Appeal / Appeal From the Transvaal Provincial Division of the High Court

Legal Issues

  1. 1 Whether a contract was concluded between the parties during or about September 1994, and if so, what its terms were.
  2. 2 Whether tacit acceptance of a counter-offer can constitute a binding agreement.
  3. 3 Whether the pleadings sufficiently alleged acceptance of the counter-offer.

Ratio Decidendi

The Supreme Court of Appeal held that a contract was concluded between the parties in September 1994 on the terms set out in Annexure A1, as amended by paragraph 1 of A5 regarding price increases for materials. The court found that the respondent's silence and subsequent conduct amounted to tacit acceptance of the counter-offer, and that the appellant proceeded with the project on this basis. The court rejected the appellant's argument that express communication of acceptance was required, noting that the circumstances and commercial practice justified an inference of acceptance. The appeal was dismissed, and the order of the court a quo was confirmed with minor amendments to reflect the...

Court Disposition

Appeal dismissed with costs, including the costs of two counsel. The order of the court a quo is confirmed with amendments to the contractual terms.

Orders

  • The appeal is dismissed with costs, including the costs of two counsel.
  • Paragraphs 1, 2, and 5 of the order made by the court a quo are confirmed, subject to the following amendments: in the term referred to in paragraph 2, the words 'changes in design or' are deleted.