The parties wished to contract to sell and buy coal. A draft was supplied by the railway company to the supplier once head terms were agreed. The draft was returned with minor additions and the proposed name of an arbitrator. The coal was then supplied and paid for on the basis set out in that draft contract but the railway company did not complete the formalities and the draft stayed (uncompleted) in a drawer at their offices.
Held: The court asked how the later conduct of the parties, in which the coal was supplied and paid for at the prices agreed in the draft contract, was be accounted for. There was a contract between the parties and the rights and obligations of the parties had to be considered as if the unexecuted draft had been completed.
Lord Cairns LC said: ‘But, my Lords, over and above that, I must say that having read with great care the whole of this correspondence, there appears to me clearly to be pervading the whole of it the expression of a feeling on the one side and on the other that those who were ordering the coals were ordering them, and those who were supplying the coals was supplying them, under some course of dealing which created on the one side a right to give the order, and on the other an obligation to comply with the order.’ and ‘there may be a consensus between the parties far short of a complete mode of expressing it, and that consensus may be discovered from letters or from other documents of an imperfect and incomplete description.’
Lord Cairns LC, Lord Blackburn
[1877] 2 AC 666
England and Wales
Cited by:
Cited – Carlill v Carbolic Smoke Ball Co CA 7-Dec-1892
Unilateral Contract Liability
The defendants advertised ‘The Carbolic Smoke Ball,’ in the Pall Mall Gazette, saying ‘pounds 100 reward will be paid by the Carbolic Smoke Ball Company to any person who contracts the increasing epidemic influenza, colds, or any disease caused by . .
Cited – G Percy Trentham Ltd v Archital Luxfer Ltd CA 1993
The court discussed how it should approach the task of establishing whether a contract had been made.
Steyn LJ said: ‘Before I turn to the facts it is important to consider briefly the approach to be adopted to the issue of contract formation . .
Cited – Grant v Bragg ChD 22-Jan-2009
The parties disputed whether they had a contract for the sale and purchase of shares.
Held: The parties had reached agreement, but both anticipated that this would be concluded by formal contracts. An email accepted the outstanding disputed . .
Lists of cited by and citing cases may be incomplete.
Contract
Leading Case
Updated: 01 November 2021; Ref: scu.251176
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