The parties disputed which terms of a contract applied.
Held: Lord Denning MR rejected the conventional approach of looking to see whether upon the true construction of the documents relied upon there can be discerned an offer and acceptance: ‘I do not like detailed analysis on such a point. To my mind it is a mistake to think that all contracts can be analysed into the form of offer and acceptance. I know in some of the textbooks it has been the custom to do so: but, as I understand the law, there is no need to look for a strict offer and acceptance. You should look at the correspondence as a whole and at the conduct of the parties and see therefrom whether the parties have come to an agreement on everything that was material. If by their correspondence and their conduct you can see an agreement on all material terms – which was intended thenceforward to be binding – then there is a binding contract in law even though all the formalities have not been gone through.’
Lord Denning MR, Ormrod LJ, Geoffrey Lane LJ
[1978] 1 WLR 520, [1978] 2 All ER 583
England and Wales
Citing:
Applied – Storer v Manchester City Council CA 1974
Whether a contract has been made
A newly elected city Council refused to proceed with the sale of a dwelling and premises to a sitting tenant, the plaintiff. The sale had been arranged by the previous Council. The plaintiff had signed the form sent to him by the council, and only . .
Cited by:
Appeal from – Gibson v Manchester City Council HL 8-Mar-1979
The plaintiff sought specific performance of what he said was a contract for the sale of land.
Held: The appeal succeeded. In a case where a contract is alleged to have been made by an exchange of correspondence between the parties, in which . .
Cited – Tekdata Interconnections Ltd v Amphenol Ltd CA 19-Nov-2009
The court considered which of two sets of contractual terms applied. The parties had dealt with each other over a long period. Under standard offer and acceptance the seller’s terms would apply. The buyer appealed, saying the court should look to . .
Lists of cited by and citing cases may be incomplete.
Updated: 09 August 2021; Ref: scu.380338
