This memorandum analyzes the issues arising from the purported bilateral contract between our client, Fit2U (Tess) and PUP Fin. Fit2U provides businesses with on-site remedial massage services and PUP Fin sought to tap into this service. The legal questions concern whether proper acceptance took place and if so, when it took place, whether there was sufficient certainty, whether consideration was sufficient and whether estoppel can be used . Fit2U will seek clarification as to whether they will receive the higher rate for their services ($30,455 plus retrospectively calculated GST) in the event of contractual termination of PUP Fin. Based on the facts, documentary evidence and case law, a valid contract was entered into between the parties after January 16. The key question is whether the higher rate of pay ($30,455 plus GST) that was to be paid to Fit2U if PUP Fin terminated the contract within 12 months is a valid contractual condition. The facts and relevant case law strongly suggest that this is a condition of the contract. However, certain factual circumstances support PUP Fin in its argument that no contract was ever formed or that the contract was entered into before January 16, so the rate of $30,455 was not an agreed term. However, given that PUP Fin terminated the contract after 8 months, Fit2U should claim the difference between $30,455 and $20,400 plus GST for this 8 month period. When Tess met the director of PUP Fin (Alex), she gave Alex a brochure describing the services offered by Fit2U, terms and pricing structures offered. This brochure is an invitation to please rather than an offer. Therefore, there was no intention to create legal relations at that time. At their next meeting, Alex stated that the terms by which PUP Fin was prepared to be bound ($20,400 plus GST per month with...... middle of paper.... ..o his prejudice in employing another full-time staff member to provide services to PUP Fin on site Fit2U suffered considerable financial harm resulting from such reasonable reliance on PUP Fin's promise that it could be prevented from denying that fact for. To be valid, a contract must be complete and clear in its essential elements. The modern approach seems to emphasize the tendency of courts to adopt principles of reasonableness to satisfy themselves about something which, on its face, does not. is not. According to the terms and conditions of the contract, there is sufficient certainty for the contract to be considered valid. Fit2U had a valid contract with PUP Fit2U must be informed that it owes them the difference between 30,455. $ and $20,400 per month plus GST for 8 months. PUP Fin terminated the contract before the specified end date.