The defendant offered by a letter to the plaintiffs to sell them goods at a certain price. They later wrote to the plaintiffs to withdraw the offer. Before they knew of the revocation, the plaintiffs accepted the offer by telegram. The defendants denied that any contract had been made.
Held: The contract was made. The revocation would only became effective when it was received by the plaintiffs, by which time, the contract had been made.
Lindley LJ said: ‘It may be taken as now settled that where an offer is made and accepted by letters sent through the post, the contract is completed the moment the letter accepting the offer is posted: Harris’ Case (1872) LR 7 Ch 587; Dunlop -v- Higgins (1848) 1 HLC 381, even although it never reaches its destination. When, however these authorities are looked at, it will be seen that they are based upon the principle that the writer of the offer has expressly or impliedly assented to treat an answer to him by a letter duly posted as as sufficient acceptance and notification to himself, or, in other words, he has made the post office his agent to receive the acceptance and notification of it. But this principle appears to me to be inapplicable to the case of the withdrawal of an offer. In this particular case I can find no evidence of any authority in fact given by the plaintiffs to the defendants to notify a withdrawal of their offer by merely posting a letter; and there is no legal principle or decision which compels me to hold, contrary to the fact, that the letter of the 8th of October is to be treated as communicated to the plinatiff on that day or on any day before the 20th, when the letter reached them. But before that letter had reached the plaintiffs they had accepted the offer, both by telegram and by post; and they had themselves resold the tin plates at a profit. In my opinion the withdrawal by the defendants on the 8th October of their offer of the 1st was inoperative; and a complete contract binding on both parties entered into on the 11th of October, when the plaintiffs accepted the offer of the 1st, which they had no reason to suppose had been withdrawn. Before leaving this part of the case it may be as well to point out the extreme injustice and inconvenience which any other conclusion would produce. If the defendants’ contention were to prevail no person who had received an offer by post and had accepted it would know his position until he had waited such a time as to be quite sure that a letter withdrawing the offer had not been posted before his acceptance of it. It appears to me that a letter withdrawing the offer had not been posted before his acceptance of it. It appears to me that both legal principles, and practical convenience require that a person who 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.’
Judges:
Lindley J
Citations:
(1880) 5 CPD 344 (CP)
Citing:
Explained – Cooke v Oxley 14-May-1790
A. having proposed to sell goods to B., gave him a, certain time at his request to determine whether he would buy them or not; B. within the time determined to buy them, and gave notice thereof to A. ; yet A. was not liable in an action for not . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 10 May 2022; Ref: scu.229855