An offer to sell a public house with vacant possession for andpound;7,000 was accepted without qualification.
Held: There was a binding contract even though many important points e.g. the date for completion and question of paying a deposit, were left open: ‘Mere arrangements which in the ordinary course of business are left to the legal advisers to settle, such as the date for completion, are subsequent matters which do not prevent . . a concluded agreement.’
In the absence of a stipulation in the contract in that regard, a seller cannot require a deposit, or any part of the purchase money, to be paid prior to completion.
Cozens-Hardy MR said: ‘Though, when a contract is contained in letters, the whole correspondence should be looked at, yet if once a definite offer has been made and it has been accepted without qualification, and it appears that the letters of offer and acceptance contained all the terms agreed on between the parties, the complete contract thus arrived at cannot be affected by subsequent negotiation. When once it is shown that there is a complete contract, further negotiations between the parties cannot, without the consent of both, get rid of the contract already arrived at.’
. . And ‘It would seem clear that if the letters of proposal and acceptance in fact contain all the terms agreed on at the time, and were written with the intent of binding the writers, this complete contract could not be affected by subsequent negotiations not resulting in a new contract.’
Judges:
Lord Cozens-Hardy MR
Citations:
[1916] 2 Ch 187
Contract
Updated: 04 May 2022; Ref: scu.538774
