5513598
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Flashcards by Dina Storz, updated more than 1 year ago
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Created by Dina Storz
about 8 years ago
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| Question | Answer |
| Acceptance | M Chen Wishart definition requirement: correspondence with offer; acceptance must mirror/not deviate from offer things to be distinguished from: - counter-offer, which terminates original offer: Hyde v Wrench 1840 - request for information: Stevensopn, Jacques & Co v McLean (1879 -80) complications: battle of the forms; exchange of forms with competing terms general rule: who fired last shot? Cases: Brogden v Metropolitan Railway co (1876 - 77), Butler v Ex-Cell-O Corp (England) Ltd (1979) Nexus acceptance must respond to known offer Cross-offers not create contract: Tinn v Hoffman (1873) Must be conscious of reward: R v Clarke |
| Method of acceptance | Not prescribed - objective test, objective manifestation intent to accept, e.g. signature or reliance (Brogden) Prescribed: does deviation disadvantage offeror (e.g. by causing delay)? Manchester Diocesan Council for education v commercial and general investments ltd (1970) acceptance not inferred from silence: Felthouse v Bindley (1862) |
| Communication of acceptance | General rule: offeree must communicate instantaneous communication: Brinkibon v Stahag Stahl und Stahlwarenhandels GmbH [1983] (HL); where neither party at fault, default = actual communication. " no universal can cover all such cases: they must be resolved by reference to the intentions of the parties, by sound business practice and in some cases by judgement where the risks should lie" Tenax Steamship Co v Owners of The Motor Vessel Brimnes (The Brimnes) [1975] Lord Denning in Entores Ltd v Miles Four East Corp [1955] Acceptance by post: acceptance when free posts: Adams v Lindsell (1818) offeror not revoke after posting: Byrne v Van Tienhoven (1879 - 1880) post will not apply where excluded or "produce manifest inconvenience and absurdity"; dicta in Holwell Securities Ltd v Hughes [1974] |
| Acceptance in the context of unilateral contracts | - nature of unilateral contracts: exchange of promise for an act rather than bilateral; exchange of promise for promise Different rules apply to acceptance and revocation Acceptance - requires performance of stipulated act - does not require communication of acceptance Revocation - implied duty not to revoke once performance has commenced: Errington v Errington [1952] unless offeree should bear risk: Luxor (Eastborne) Ltd v Cooper [1941] (HL) |
| Revocation | Postal rule does not apply, must be 'brought to the mind': Henthorn v Fraser [1892] or when reasonable, e.g. arrives during business hours: The Brimnes Revocation by the same method as offer is satisfactory: Shuey v US (1875); Newspaper advert revoked by similar advert; widely accepted case reliable third party may revoke: Dickinson v Dodds (1875 - 76): "...once the person to whom the offer was made knows that the property has been sold to someone else, it is too late for him to accept the offer". (Mellish LJ) |
| Hyde v Wrench (1840) Facts and holding | The defendant offered to sell his farm to the plaintiff for £1,000. The plaintiff offered to buy it for £950 but the defendant refused to do so. The plaintiff then wrote to the defendant and agreed to pay £1000 for the farm but the defendant never replied that letter. It was held that no contract has been concluded the sale of the farm. |
| Hyde v Wrench (1840) Quote | Lord Langdale: "I think there exists no valid binding contract between the parties with the purchase of the property. The defendant offered to sell it for £1000, and if that had been at once unconditionally accepted, there would undoubtedly have been a perfect binding contract; instead of that, the plaintiff made an offer of his own, to purchase the property for £950, and he thereby rejected the offer previously made by the defendant. I think I was not afterwards competent for him to revive the proposal of the defendant, by tendering an acceptance of it; and that, therefore, there exists no obligation of any sort between the parties" |
| M Chen-Wishart Definition of acceptance | "acceptance is an unequivocal expression of consent to the proposal contained an offer and has the effect of mutually binding both parties to the contract. It looks to dawn the contract "room": neither party can get out of the contract or various contents". |
| Stevenson, Jacques & Co v McLean (1879 - 1880) Facts | The defendants wrote to the plaintiffs stating that they were willing to sell iron to the plaintiffs and stated that the offer was open for a period of time. On the last of that period, the plaintiffs telegraphed the defendant: "please wire whether you would accept forty for delivery over two months, if not, longest limit you would give". Later that day the defendant sold iron to a third party and sent a telegram to the plaintiffs to inform them of this. Before they received a telegram from the defendants, the plaintiffs found a buyer for the iron and sent a telegram to the defendants in which they accepted the defendants' offer to sell iron. The defendants refused to deliver the iron to the plaintiffs and so the plaintiffs sued for non-delivery. One of the grounds on which the defendant sought to deny liability was that the plaintiff's first telegram was a rejection of the defendants' offer so that the offer was no longer open for acceptance when the plaintiffs purported to accept it later in the day. Lush J rejected the defendants' argument and their reliance upon Hyde v Wrench. |
| Stevenson, Jacques & Co v McLean (1879 - 1880) Quote | " the form of the telegram is one of enquiry. It is not "I offer forty for delivery over two months", which would have likened it to the case of Hyde v wrench... here there is no counter-proposal. The words are "please why whether you would accept forty for delivery of the two months, or if not, longest limit you would give". There's nothing specific by way of full rejection, but a mere enquiry, which should have been answered and not treated as a rejection of the offer. This ground of objection therefore fails." The defendants' attempted revocation of the offer was held to be ineffective because the plaintiffs had accepted the offer prior to the revocation been brought to their attention. The plaintiffs were therefore entitled to recover damages for the non-delivery of the iron. |
| Brogden v Metropolitan Railway Co (1867 - 77) principles | - While silence generally does not amount to acceptance, the conduct of the offeree can amount an acceptance - Circumstances in the conduct of two parties may establish a binding contract between them, although the agreement, reduced into writing as a draft, has not been formally executed by either. In such a case the word “approved” written by one of the parties at the end of the draft agreement must be taken as an approval of the substance of the draft, and not, as in the case of a conveyancer's or solicitor's draft, an approval of the mere form. B. had for some years supplied the M. Railway Company with coals. At last it was suggested by B. that a contract should be entered into between them. After their agents had met together the terms of agreement were drawn up by the agent of the M. Company and sent to B. B. filled up certain parts of it which had been left in blank, and introduced the name of the gentleman who was to act as arbitrator in case of differences between the parties, wrote “approved” at the end of the paper, and signed his own name. B.'s agent sent back the paper |
| Brogden v Metropolitan Railway Co (1867 - 77) principles continued | B.'s agent sent back the paper to the agent of the M. Company , who put it in his desk, and nothing farther was done in the way of a formal execution of it. Both parties for some time acted in accordance with the arrangements mentioned in the paper, coals were supplied and payments made as therein stated, and when some complaints of inexactness in the supply of coals, according to the terms stated in the paper, were made by the M. Company, there were explanations and excuses given by B. , and the “contract” was mentioned in the correspondence, and matters went on as before. Finally disagreements arose, and B. denied that there was any contract which bound him in the matter:— Held, that these facts, and the actual conduct of the parties, established the existence of such a contract, and there having been a clear breach of it B. must be held liable upon it. B. was the chief partner in a partnership of three persons. The word “approved” written by him and signed with his name was treated as an assent binding on all the partners (whose names were mentioned in the paper), although |
| Brogden v Metropolitan Railway Co (1867 - 77) principles continued 2 | the usual form of signature of the partnership was that of “ B. & Sons .” A mere mental assent to the terms stated in a proposed contract would not be binding, but acting upon those terms, by sending coals in the quantitles and at the prices mentioned in it, amounted to sufficient to shew the adoption of the writing previously altered and sent, and to constitute it a valid contract. Per LORD BLACKBURN:—The onus of shewing that both parties had acted on the terms of an agreement which had not been, in due form, executed by either, lies upon the party who rests his case on that circumstance. |
| Butler Ex-Cell-O Corp (England) Ltd [1979] Facts | The plaintiffs, the Butler machine tool co ltd, suppliers of a machine, on May 23, 1969, quoted a price for a machine tool of £75, 535. delivery was to be given in 10 months. On the back of the quotation there were terms and conditions. One of them was a price variation clause. It provided for an increase in the price if there was an increase in the costs and so forth. The machine tool was not delivered until November 1970. By that time costs had increased so much that the sellers claimed an additional sum of £2, 892 as due to them under the price variation clause. The defendant buyers, Ex-Cell-O Corporation (England) Ltd, rejected the excess charge. They relied on their own terms and conditions. They said: "we did not accept the Seller's quotation as it was. We gave an order for the selfsame machine at the selfsame price, but on the back of our order we had in terms and conditions. Our terms and conditions did not contain any price variation clause." On may 23rd 1969, the sellers offer to deliver one "butler" double column plane-miller for the total price of £75, 535. |
| Butler Ex-Cell-O Corp (England) Ltd [1979] Facts continued | Delivery 10 months (subject to confirmation at time of ordering) other terms and conditions on the reverse of this quotation. On the back there were 16 conditions in small print starting with this general condition: "all orders are accepted only upon and subject to the terms set out in our quotation and the following conditions. These terms and conditions shall prevail over any terms and conditions in the buyer's order". clause 3 was a price variation clause: "prices are based on present day costs of manufacture and design and having regard to the delivery quoted an uncertainty as to the cost of labour, materials etc. During the period of manufacture, we regret that we have no alternative but to make it a condition of acceptance of order that goods will be charged at prices ruling upon date of delivery". the buyers replied on May 27, 1969, giving an order in these words: "please supply and terms and conditions as below and overleaf". Below there was a list of goods ordered, but there were differences from the quotation of the sellers in these respects: |
| Butler Ex-Cell-O Corp (England) Ltd [1979] Facts continued 2 | i) There was an additional item for the cost of installation £3, 100 and i i) there was a different delivery date: instead of 10 months, it was 10 – 11 months. overleaf there were different terms as to the cost of carriage: in that was to be paid to the delivery address of the buyers: whereas the sellers terms were ex-warehouse. there were different terms as to the right to counsel food to late delivery. the buyers and the conditions reserved the right to cancel if delivery was not made by the agreed date: whereas the sellers and their condition said that cancellation of orders due to late delivery would not be accepted. On the foot of the buyer's order there was a tear-off slip headed: "acknowledgement: please sign and return to Ex-Cell-O. We accept yours on the terms and conditions stated thereon – and undertake to deliver by – date – signed." In that slip the delivery date and signature were left blank ready to be filled in by the sellers. on June 5, 1969, the sellers wrote this letter to the buyers: "we have pleasure in acknowledging receipt of your official order dated May |
| Butler Ex-Cell-O Corp (England) Ltd [1979] Facts continued 3 | 27 covering the supply of one butler double plane-Miller. This being delivered in accordance with our revised quotation of May 20 350 delivery in 10/11 months, i.e. March/April 1970. We return herewith duly completed your acknowledgement of order form". Being close acknowledgement form duly filled in with the delivery date March/ April 1970 and signed by the butler machine-tool Co. |
| Butler Ex-Cell-O Corp (England) Ltd [1979] Judgement Quote and Academic Comment Quote | Lord Denning defended alternative method: only "material" inconsistencies undermine contract formation (e.g. price, payment, quality, quantity, etc) Chen-Wishart: "… The court found the contract although, objectively interpreted, no agreement was ever reached. The letter accompanying B's signature on the tear off slip plainly evinced B's intention to assert their terms and so was really a counter-offer" |
| Tinn v Hoffman (1873) Principle and Quote | -Cross-offers do not create a contract J Blackburn: "when a contract is made between two parties, there is a promise by one, in consideration of the promise made by the other; there are two assenting minds, the parties agreeing in opinion, and one having promised in consideration of the promise of the other – there's an exchange of promises; but I do not think exchanging offers word, upon principle, be at all the same thing… The promisor offer be made on each side in ignorance of the promise offer made on the other side need of them can be construed as an acceptance of the other. Either of the parties may write and say "I accept your offer, and, as you perceive, I have already made a similar offer to you", and then people would know what they were about, I think either side might revoke. Such grave inconvenience would arise in mercantile business if people could doubt whether there was an acceptance not, that it is desirable to keep the rule that offer that has been made should be accepted by an acceptance such as would leave no doubt on the matter". |
| R v Clarke (1927) Facts and Holding | The government of Western Australia publicly offered a reward "for such information as shall you to the rest and conviction of the person or persons who committed the murders" of two police officers. The petitioner was arrested and charged with one of the murders. He gave information that led to the arrest and conviction of those responsible for the murders. In giving this information the petitioner was found to be acting "exclusively in order to clear himself of a false charge of murder". He nevertheless bought a claim to recover the reward. His claim field. The court held that, in providing information, the petitioner had not acted on or in reliance upon the offer of reward and so was not entitled to it. This insistence on the need for lines upon the office suggest that knowledge of the existence of the offer is not enough, in itself, to amount to acceptance of an offer. On the facts, the petitioner had seen off over reward, although it may not have been present in his mind at the time at which she gave information that led to the arrest and conviction of the murderers. |
| Manchester Diocesan Council for Education v Commercial and General Investments Ltd [1970] Quote | Buckley J: "it may be than four, who by the terms of his often system acceptance in a particular manner, is entitled to insist that he is not bound unless acceptance is effected or communicated in a precise way, although it seems probable that, even so, if the other party communicates acceptance in some other way, the offeror made by conduct or otherwise waive his right to insist on the prescribed method of acceptance. where, however, the offeror has prescribed a particular method of acceptance, but not in terms insisting that only acceptance only in that mode shall be binding, I am of opinion that acceptance communicated to the offeror by any other mode which is no less advantageous to him will conclude the contract. thus in tinn v hoffman where acceptance was requested by return of post, Honeyman J said: "that does not mean exclusively a reply by letter by return of post, but you may reply by telegram or by verbal message, or by any means not later than a letter written and sent by return of post..." |
| Manchester Diocesan Council for Education v Commercial and General Investments Ltd [1970] Quote 2 | If an offeror intends that you shall be bound only if his offer is accepted in some particular manner, it must be for him to make this clear" |
| Felthouse v Bindley (1862) Facts | The plaintiff claimed that he had purchased a horse from his nephew. After some negotiations, the plaintiff Ritter's nephew on 2 January 1862 in which he offered to buy the horse for £30 15s. he concluded his letter by stating: "if I hear no more about him, I consider the was mine at £30 15s". the nephew did not reply to this letter. On 25 February the defending auctioneer, who had been instructed by the nephew to sell his farming stock, sold the stock at auction. The nephew told the defendant that the horse had already been sold but the auctioneer mistakenly included in the sale and sold it to a third party. The auctioneer acknowledged his mistake in a letter to the plaintiff written on 26 February and the nephew also wrote to the plaintiff on 27 February in which he acknowledged their "previous arrangement" in relation to the sale of the horse. The plaintiff brought an action for the conversion of the horse. The claim fails on the ground that the plaintiff could not show that he had acquired title to the horse before the sword by the auctioneer on 25 February. |
| Felthouse v Bindley (1862) principle | Silence cannot amount to acceptance |
| Brinkibon V Stahag Stahl und Stahlwarenhandels GmbH [1983] (HL) | Approved the decision of the Court of Appeal in Entores - the issue was the same as that which arose on the facts of Entores and the conclusion of the House of Lords was the same, namely that, in the case of communications by telex, the acceptance is effective when it is communicated to the offeror with the result that the contract is concluded in the jurisdiction where the offeror is located (on the facts of this case, this was Vienna). Their Lordships expressly declined the invitation to overrule Entores. Lord Wilberforce: "[the entores judgement] appears not not to have caused either adverse comment, or any difficulty to business men. I would accept it as a general rule". Where neither party at fault, default = actual communication " universal can cover all such cases: they must be resolved by reference to the intentions of the parties, by sound business practice and in some cases by a judgement where the risks should lie." |
| Tenax Steamship Co v Owners of the Motor Vessel Brimnes (the Brimnes) [1975] Principle | Principle: Usual Entores instantaneous communications rule does not apply to revocation; where the revocation is received by instantaneous communication outside business hours, will not take effect until the resumption of normal business hours |
| Entores Ltd v Miles Far East Corp [1995] (CA) Facts and Holding | The plaintiffs, a company based in London, made an offer by telex (similar to fax machine) to the defendants, a company based in Amsterdam who acted as agents of an American corporation. The defendants sent their acceptance of the offer by telex. The plaintiffs applied for leave to serve notice of ripped an American corporation in New York. The entitlement to do so turned on the answer to the question: where was the contract made? Was the contract made when the defendant sent their acceptance by telex (i.e. in Amsterdam) or is made when the Texas received on the plaintiffs machine (i.e. in London)? It was only if contract was made in England that the court had jurisdiction to grant leave to serve out of the jurisdiction. It was held that the contract was formed when the communication of the acceptance was received by the plaintiffs in London so that the English courts had jurisdiction and that this was a proper case the service out of the jurisdiction. |
| Entores Ltd v Miles Far East Corp [1995] (CA) Quote | Lord Denning: "suppose, for instance, that shall offer to man across a river or courtyard by do not hear his reply because it is drowned out by an aircraft flying overhead. There is no contract at that moment. If he wishes to make a contract, he must wait until the aircraft is gone and then shout back his acceptance that I can hear what he says. Not until I have his answer and my bound… Suppose I make an offer to man by telephone and, in the middle of his reply, the line goes dead so that I do not hear his words of acceptance. There is no contract at that moment. The other man may not know the precise moment when the line failed. You will know that the telephone conversation was abruptly broken off, because people usually say something to signify the end of the conversation. If he wishes to make a contract, he must therefore get through against us to make sure that I heard. Suppose next that the line does not go dead, but it is nevertheless so interesting that I do not catch what he says and asked him to repeat it. He then repeats and I hear is acceptance. |
| Entores Ltd v Miles Far East Corp [1995] (CA) Quote continued... | The contract is made, not the first time When I do not hear, but in the second time I do have. If you does not repeat it, there's no contract. lastly take the telex. suppose a clerk in a London office taps out on the teleprinter and offer which is usually recorded on a teleprinter to Manchester office, and a clerk at that end taps out an acceptance. if the line goes dead in the middle of the sentence of acceptance, the teleprinter motor Will stop. There is then obviously no contract. The clerk at Manchester must get through again and centres complete sentence. But it may happen that the line does not go dead, yet the message does not get through to London. Thus the clerk at Manchester meet up his message of acceptance and will not be recorded in London because the ink at the London end fails or something of that kind. In that case the Manchester clerk will not know of the failure but the London clerk will know of it immediately sent back a message "not receiving". Then, when the full is rectified, the Manchester club will repeat his message. Only then is there a contract. |
| Entores Ltd v Miles Far East Corp [1995] (CA) Quote continued (3) | If you doesn't repeat it, there is no contract. It is not until his message is received at the contract is complete. In all the instances I have taken so far, the man who sends the message of acceptance knows that it has not been received or he has reason to know it. So he must repeat it. But suppose that he does not know that his message do not get home. He thinks it has. This may happen if the listener on the telephone does not catch the words of acceptance, but nevertheless does not trouble to ask for them to be repeated: or the ink and the teleprinter fails at the receiving end, but the clerk does not ask the message to be repeated: so that the man who sends an acceptance reasonably believes that his message has been received. The offeror in such circumstances is clearly bound, because he will be estopped from saying that he did not receive the message of acceptance. It is his own fault that he did not get it. But if there should be a case where the offeror without any fault on his part does not receive the message of acceptance |
| Entores Ltd v Miles Far East Corp [1995] (CA) Quote continued (4) | – yet the sender of it reasonably believes it has got home when it has not – then I think there is no contract" |
| Adams v Lindsell (1818) principle | Postal rule: acceptance when offeree posts |
| Byrne v Van Tienhoven (1879 - 1880) Facts | Principle: offeror not revoke after posting. Facts: The defendant, who carried on business in Cardiff, ordered by letter on October 1 to sell tinplate to the plaintiff at a fixed price. The plaintiffs were in New York and they do not receive the letter until 11 October. The immediately communicated acceptance by telegram. There was a surge in the price of tinplate in the first week in October and so on eight October the defendant sent to the plaintiff the letter in which they withdrew their earlier offer. The second letter was not received in York until 20 October. The plaintiff sued for damages the non-delivery of the template. The defendants denied liability on a number of grounds, one of which was that they had validly revoked the offer before it was accepted by the plaintiffs. It was held at the revocation of a October was ineffective on that day with the result that the plaintiff went I could accept the offer on 11 October and so they were entitled to recover damages from the defendants. |
| Byrne v Van Tienhoven (1879 - 1880) Principle/s | addresses two points: 1) whether a withdrawal of an offer has any effect until it is communicated to the person to whom the offer has been sent? No 2) whether posting a letter of withdrawal is a communication to the person the letter is sent? No, offeror cannot revoke after posting |
| Byrne & Co v Van Tienhoven (1879 - 1880) Quote | Lindley J: "If the defendant's contention once prevail no person who had received an offer by person had accepted it would know his position until he had waited such a time as to be quite sure that letter withdrawing offer not been posted before his acceptance of it it appears to me that both legal principles, and practicable convenience that person has accepted an offer not known to him to have been revoked, shall be in a position safely to act upon the footing that the offer and acceptance constitute a contract binding on both parties" |
| Hollwell Securities Ltd v Hughes [1974] Facts | under contract with the defendant the plaintiffs were granted an option to purchase land close to of the agreement provided: "the said option shall be exercisable by notice in writing to the [defendant] at any time within six months from the date hereof..." the plaintiffs purported to exercise that option by letter sent by the solicitors on 14 April 1972 but the defendant never received the letter. The defendant refused to accept that the option had been validly exercised. The plaintiffs sought specific performance of the option agreement. Their claim was rejected on the ground that the option had not been validly exercised. The plaintiffs had failed to comply with the requirements of clause 2 of the agreement in that they had failed to give the defendant notice that they were exercising the option. |
| Hollwell Securities Ltd v Hughes [1974] Principles | Requirements for the postal rule to apply: 1) The parties must have contemplated that the Postal Service would be used for the purposes of forwarding acceptance of the offer 2) the parties can, expressly or impliedly, contract out of the wall that acceptance takes place upon posting of the letter of acceptance. It was held that the effect of clause 2 of the contracting use was to exclude the operation of the postal rule because the meaning of the phrase notice in writing to the defendant was to require communication or notification to the defendant and, for this purpose, posting of the letter did not constitute notice. Lawton LJ obiter recognises the existence of a much wider exception to the postal. In his view the postal rule "does not operate if its application will produce manifest inconvenience and absurdity" |
| Errington v Errington [1892] Facts | A father bought houses on and daughter-in-law. The house was bought with the assistance of a mortgage. The father told his son and daughter in law that the house will be theirs if he paid off the mortgage on the house. The couple began to pay off the mortgage but were not subject to any contractual obligation to continue to pay off the mortgage (the party was subject to the obligation to pay was the father). The father died before the mortgage had been paid off. In his will he left the house to his widow and in the present action his widow bought an action for possession of the house against the daughter-in-law. It was held that the widow was not entitled to an order for possession. |
| Errington v Errington [1892] Principle and Quote | implied duty not to revoke once performance has commenced. Lord Denning: "The father's promise was a unilateral contract – a promise of the house in return for their acts of paying in instalments. It could not be revoked by him once the couple entered on performance of the act, but it would cease to bind him if they left it incomplete and unperformed, which they have not done. If that was the position during the father's lifetime, so it must be after his death. If the daughter-in-law continues to pay all the building society instalments, the couple will be entitled to have the property transferred to them as soon as the mortgage is paid off, but if she does not do so, then the building society will claim the instalments from the father's estate and the estate will have to pay them. I cannot think that in those circumstances the estate would be bound to transfer the house to them, any more than the father himself would have been." |
| Luxor (Eastborne) Ltd v Cooper [1941] (HL) Principle and Facts | Principle: unless the offeree should bear the risk Facts: the plaintiff Cooper sued the two companies, Luxor (Eastbourne), Ld., and Regal (Hastings), Ld., for commission which he alleged had been agreed to be paid to him in respect of an introduction by him of purchasers of the property of the two companies. He alleged that he produced ready and willing purchasers who were prepared to buy on the terms on which those companies were prepared to sell, and consequently that he was entitled, not to the commission as such, because the sale never took place, but to damages of the same amount because he would have earned it had not the defendants broken the implied term of the contract between them by which they undertook to do nothing to prevent his earning the commission according to that contract. |
| Henthorn v Fraser [1892] (CA) Facts | Facts: the plaintiff, who lived in Birkenhead, visited the defendants' office in Liverpool and, while he was there, the defendants handed to him a written offer to sell to him property in Birkenhead for £750. The offer took the form of an option to purchase within 14 days. On the following day, between 12. 00 and 13. 00, the defendants posted a letter to the plaintiff purporting to withdraw their offer to sell. This letter reached the plaintiff's place of business between 17.00 and 18.00 on the same day but not before the plaintiff's solicitor had posted to the defendants a letter accepting the offer to sell the property for £750. The letter of acceptance was posted at 15.50 and was delivered to the defendants' office at 20.30, after the offices had closed with the result that the letter was not opened until the following morning. The defendants maintained that they were not bound to sell the property to the plaintiff because they had validly withdrawn their offer before it was accepted. In particular, they argued that the rule that the contract is complete you as soon as |
| Henthorn v Fraser [1892] (CA) Facts continued | the acceptance is posted had no application to the present facts because they had not sent their offer to the plaintiff through the post; they had handed it to him in person. The Court of Appeal rejected this argument. The applicability of the postal rule depends, not on the medium by which the offer is communicated, but upon whether the parties contemplated that the post might be used as a means of communicating the acceptance. The postal rule was held applicable in this case with the result that the defendants' revocation was ineffective because it was received by the plaintiff after the contract had been concluded on the posting of the letter of acceptance at 15.50. |
| Henthorn v Fraser [1892] (CA) Quote | Lord Herschell cited Byrne with approval and stated that the revocation, to be effective, must be "brought to the mind of the person to whom the offer is made". Thus the general requirement is one of actual communication to the offeree. |
| The Brimnes principle | Where a revocation of an offer is received by a business during normal office hours, a court is likely to conclude that the revocation takes effect from the moment in time at which, according to normal business practice, the revocation would be read. Where the revocation is received outside business hours, then it will not take effect until the resumption of normal business hours. |
| Shuey v United States (1875) Facts | A proclamation was published on 20 April 1865 offering a reward of $25,000 for the apprehension of a particular criminal. A notice was published on 24 November 1865 revoking the offer. The plaintiff discovered the whereabouts of the criminal in 1866 and notified the authorities. At the time the plaintiff was unaware of the revocation of the offer. It was held that he was entitled to recover the reward. |
| Shuey v United States (1875) Quote | Strong J: "It is not to be doubted that the offer was revocable at any time before it was accepted, and before anything was done in reliance upon it. There was no contract until its terms were complied with. Like any other offer of a contract, it might, therefore, be withdrawn before rights had accrued under it; and it was withdrawn through the same channel in which it was made. The same notoriety was given to the revocation that was given to the offer; and the findings of fact do not show that any information was given by the claimant, or that he did any thing to entitle him to the reward offered, until five months after the offer had been withdrawn. True, it is found then, and at all times until the arrest was actually made, he was ignorant of the withdrawal; but that is an immaterial fact. The offer of the reward not having been made to him directly, but by means of a published proclamation, he should have known that it could be revoked in the manner in which it was made". |
| Dickinson v Dodds (1876) Court of Appeal Facts | On Wednesday 10 June 1974 the defendant sent to the plaintiff a note in which he stated: "I hereby agree to sell to Mr George Dickinson the whole of the dwelling-houses, garden ground, stabling and outbuildings thereto belonging, situate at the Croft, belonging to me, for the sum of £800". The note was signed by the defendant and it contained the following postscript: 'This offer to be held over until Friday, 9 o'clock a.m., 12th June 1874'. on the following day, the plaintiff was informed by his own agent, Mr Berry, that the defendant had offered to sell the property to another purchaser, Mr Allan. The defendant in fact signed a formal contract to sell the land to Mr Allan the afternoon of 11 June for £800. The plaintiff communicated his acceptance to the defendant on the morning of the 12th before 9 a.m. but the defendant refused to accept it on the ground that he had already sold the property to Mr Allan. The plaintiff brought a bill for specific performance but the action failed on the grounds that the defendant was entitled to revoke his offer before Friday the 12th, |
| Dickinson v Dodds (1876) Court of Appeal Facts continued and quote | and that the plaintiff was aware of the revocation prior to his purported acceptance so that his acceptance was not in fact valid and there was no contract between the parties. Mellish LJ: "in order to make a contract, the two minds must be in agreement at some one time, that is, at the time of acceptance". |
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