One party sought to construct an agreement to abandon an ongoing, if stalled, arbitration out of mere silence.
Held: Robert Goff LJ said that silence will not normally amount to acceptance of an offer since acceptance cannot be inferred from silence alone ‘save in the most exceptional circumstances’, and ‘We should add that we see the same difficulty in invoking the principle of equitable estoppel in such circumstances. It is well settled that that principle requires that one party should have made an unequivocal representation that he does not intend to enforce his strict legal rights against the other; yet it is difficult to imagine how silence and inaction can be anything but equivocal.’
. . And ‘if one party, O, so acts that his conduct, objectively considered, constitutes an offer, and the other party, A, believing that the conduct of O represents his actual intention, accepts O’s offer, then a contract will come into existence, and on those facts it will make no difference if O did not in fact intend to make an offer, or if he misunderstood A’s acceptance, so that O’s state of mind is, in such circumstances, irrelevant.’
Judges:
Robert Goff LJ
Citations:
[1985] 1 WLR 925, [1985] 2 Lloyds Rep 18, [1985] 2 All ER 796
Jurisdiction:
England and Wales
Cited by:
Cited – In Re Selectmove Ltd CA 21-Dec-1993
Promisse to Pay Tax due is not Consideration
The company appealed against an order for its winding up, saying that the debt was disputed, an accomodation having been reached with the Revenue.
Held: The court declined to regard a promise to the Revenue by a company to pay its existing . .
Cited – Warren and Another v Burns QBD 13-Nov-2014
The boxing manager and boxer each said that the other owed him money.
Held: The contract entitled the claimant to take some share of the boxers earnings but as part of the overall management fee, but as a part of the overall sum and at a share . .
Lists of cited by and citing cases may be incomplete.
Contract, Estoppel
Updated: 07 October 2022; Ref: scu.396763