« EelmineJätka »
must unequivocally and expressly accept the | were allotted on the 15th March, 1866, and the terms proposed, without the introduction of new letter of allotment posted on the 16th, but owing matter. Holland v. Eyre, 2 Sim. & S. 194.
An agreement is the result of the mutual assent of two parties to certain terms; and if it is clear that there is no consensus, what may have been written or said becomes immaterial. Ely (Marchioness), In re, 4 De G., J. & S. 638.
As soon as the fact is established of the final mutual assent of the parties to certain terms, and those terms are evidenced by any writing signed by the party to be charged or his agent lawfully authorised, there exist all the materials which a court of equity requires to make a legally-binding contract. Ib.
But where to a proposal or an offer an assent was given subject to a provision as to a contract: -Held, that the stipulation as to the contract was a term of the assent, and there was no agreement independent of that stipulation. Ib. There must be mutuality in a contract to render it binding. Staines v. Wainwright, 8 Scott, 280; 6 Bing. (N.C.) 174; 9 L. J., C. P. 107. And see cases sub. iii, infra.
Contract dates from.]-Semble, that the acceptance of an offer to sell constitutes a contract for sale only as from the time of the acceptance. The contract does not relate back to the time when the offer was made. Dickinson v. Dodds, 45 L. J., Ch. 777; 2 Ch. D. 463; 34 L. T. 607; 24 W. R. 594.
Want of Mutuality-When no bar to Performance.]--Where a contract is made which both parties to it know at the time cannot be carried out without the act or consent of a third party, and that act or consent is done or given by the third party within a reasonable time, and he does nothing inconsistent with such act or consent, want of mutuality at the time of contract is no bar to its performance. Blackburn Union v. Brooks, 26 W. R. 57.
ii. Communication of.
Binding when sent through Post.]—The defendant applied for shares in the plaintiff company. The company allotted the shares to the defendant, and duly addressed to him and posted a letter containing the notice of allotment, but the letter never was received by him :-Held, by Baggallay and Thesiger, L. JJ., Bramwell, L. J., dissenting, that the defendant was a shareholder. British and American Telegraph Co. v. Colson, infra, overruled. Household Fire Insurance Co. v. Grant, 48 L. J., Ex. 577; 4 Ex. D. 216; 41 L. T. 298; 27 W. R. 858-C. A.
When an offer is made by letter sent through the post, and is accepted by letter also sent through the post, the contract is made at the moment that the letter of acceptance is put into the post. Imperial Land Co. of Marseilles, In re, Harris's case, 41 L. J., Ch. 621; L. R. 7 Ch. 587; 26 L. T. 781; 20 W. R. 690.
H. made an offer to take shares by a letter sent from Dublin to London by post on the 5th of March. At 4 A.M. on the 16th of March, a letter of allotment was posted in London, directed to H. in Dublin. On the 16th March, at a later hour in the day, a letter was posted by him in Dublin withdrawing his offer. Both letters were delivered on the 17th of March :-Held, that he was bound. Ib.
A. applied for shares in a company. Shares
to the applicant having omitted to add the name of the post town "Dublin" to his address, the letter miscarried, and was returned to the company, who immediately forwarded it through the brokers at Dublin on the 20th of March. The letter was delivered on the 21st, but in the meantime the applicant had written on the 20th a revocation of his application for shares, and subsequently repudiated the allotment and demanded a return of his deposit. No steps were taken by A. to have his name removed from the register of shareholders, and calls made by the company were not enforced against him :-Held, that the miscarriage of the first letter of allotment being caused by the incorrect address furnished by A. himself, the contract was complete at the time when, but for A.'s fault, the letter would have been delivered. Imperial Land Co. of Marseilles, In re, Townsend's case, 41 L. J., Ch. 198; L. R. 13 Eq. 148; 25 L. T. 692; 20 W. R. 164.
Held, also, that the letter posted on the 20th of March was posted within a reasonable time, and was a good notice of allotment; and that A. was a contributory. Ib.
When an application for shares in a company has been sent by post, the contract to take shares is complete and binding from the moment that the letter announcing the allotment is put into the post, whether such letter subsequently reaches the allottee or not. Imperial Land Co. of Marseilles, In re, Wall's case, 42 L. J., Ch. 372; L. R. 15 Eq. 18.
A proposed contract is not binding on the proposer until its acceptance by the other party has been communicated to him, and posting a letter communicating the acceptance to him is not sufficient to make it binding on him if he does not in fact receive the letter. British and American Telegraph Co. v. Celson, 40 L. J., Ex. 97; L. R. 6 Ex. 108; 23 L. T. 868.
- Notwithstanding Posting of Revocation.] -See Byrne v. Van Tienhoven; Scottish Petroleum Co., In re; and Henthorn v. Fraser, supra, cols. 9, 10.
Reply by Return.]- On the 22nd November, 1871, the plaintiff wrote to the defendants, asking their lowest price for 80 tons of iron, delivered at P., at the rate of 200 tons per month, March, April, May, and June, 1872; to which, on the 24th November, they replied:-"We beg to offer you 800 tons at 69s. per ton delivered at P., and waiting your reply by return, remain," &c. The plaintiff did not reply by return, but on 27th November wrote to the defendants as follows :— "Your price is high; if I made the quantity 1,200 tons, delivery 200 tons a month for the first six months of next year, I suppose you would make the price lower." In answer to this the defendants, on 28th November, wrote as follows to the plaintiff :-"In reply to yours of yesterday we are willing to make you an offer of further 400 tons, 200 tons in January, 200 tons in February, at the same price we quoted you in ours of the 24th inst., though the rate of freight will, doubtless, be higher then than that of the following months. Let us have your reply by return of post as to whether you accept our offers of, together, 1,200 tons." No reply was actually sent by return, but on the same day, the 28th November, the plaintiff wrote and posted a
its destination. Duncan v. Topham, 8 C. B. 225. A., by letter, offered to sell B. certain specified goods, receiving an answer by return of post; the letter being misdirected, the answer notifying the acceptance of the offer arrived (two days later than it ought to have done) on the day following that when it would have arrived if the original letter had been properly directed. A. sold the goods to a third person:-Held, that there was a contract binding the parties, from the moment the offer was accepted, and that B. was entitled to recover against A. in an action for not completing his contract Adams v. Lindsell, 1 B. & Ald. 681; 19 R. R. 415.
letter to the defendants :- -"You can enter me 800 | latter, notwithstanding such letter never reaches tons on the terms and conditions named in your favour of the 24th inst., but I trust you will enter the other 400 tons, making in all 1,200 tons, referred to in my last, at 688." These two letters crossed each other in the course of post, and on the 29th November the defendants replied to the plaintiff's letter of the 28th, that they could not "book his order for 1,200 tons at less than 698., and even that offer they could only leave on hand for reply by to-morrow before 12 o'clock." The plaintiff did not reply within that time, and subsequently the defendants declined on that ground to deliver any iron at all to him, whereupon he brought this action for breach of contract, contending that, at all events, there was a binding contract for 800 tons :-Held, that there was no contract to deliver the 800 tons, as the plaintiff did not accept the defendants' offer of the 24th November, his letter of the 28th November being too late for that purpose; and the defendants' offer of the 1,200 tons was only open until noon on the 30th, and was not accepted within that time. The defendants' letter of the 25th November was one offer of 1,200 tons, and not two separate offers of 800 and 400 tons. Tinn v. Hoffmann, 29 L. T. 271--Ex. Ch.
"Reply by return of post" does not mean exclusively "reply by letter by return of post." A reply by telegram or by verbal message, or by any means, not later than a letter sent by post would reach its destination, would equally satisfy the requisition. Ib.
In an action for the breach of an agreement in not delivering coals, a letter from the defendant, containing the terms of the contract between him and the plaintiff, concluded by stating, as to the proposition therein contained, that it was desirable that he should have an answer per return, as he could have a vessel to charter at the price stated, which would not wait any longer for the defendant's answer; and, failing her, he feared he should not be able to get another; and there was no averment in the declaration that the plaintiff had sent an answer per return-Held, that this amounted to a mere request, and formed no part of the contract, and consequently that the plaintiff was entitled to recover. Johnson v. King, 2Bing. 270; 9 Moore, 482. A letter offering a contract does not bind the party to whom it is addressed to return an answer by the very next post after its delivery, or to lose the benefit of the contract; an answer, posted on the day of receiving the offer, is sufficient. Dunlop v. Higgins, 1 H. L. Cas. 381; 12 Jur. 295. A contract is accepted by the posting of a letter declaring its acceptance. Ib.
A person putting into the post a letter declaring his acceptance of a contract offered has done all that was necessary for him to do, and is not answerable for casualties occurring at the postoffice. Ib.
By Letter in answer to Telegram.]-An acceptance of the terms of a contract must on the face of it include an acceptance of all the terms offered. An offer by telegram is presumptive evidence that a prompt reply is expected, and an acceptance by letter may be evidence of such nnreasonable delay as to justify a withdrawal of the offer. Quenerduaine v. Colr, 32 W. R. 185.
Misdirection.]—A contract is complete upon the posting by one party of a letter addressed to the other, accepting the terms offered by the
Time.]-A purchaser offered a price for an estate, and the vendor, by a letter sent by post and received by the purchaser the day after it was put into the post-office, accepted the offer:Held, that the vendor was bound by the contract from the time when he posted his letter, although it was not received by the purchaser until the following day. Potter v. Sanders, 6 Hare, 1.
Does not make Binding Contract.]plaintiff, who proposed to enter the service of the defendant, a calico printer, as salesman, on the 21st of September wrote as follows :-" Referring to my conversation with you, I have now the pleasure to state my willingness to enter the service of your firm for one year on trial, on the following terms, viz., a list of merchants to be regularly called on by me to be made, and corrected as occasion requires. My salary for the year to be 1207., and in addition a commission of d. per piece on all sales effected or orders taken by myself, &c. If the terms herein specified are in accordance with your ideas, kindly confirm them by return, and I will prepare to enter on my duties at your warehouse on Monday morning next." The defendant on the following day replied “ Yours of yesterday embodies the substance of our conversation and terms. If we can define some of the terms a little clearer, it might prevent mistakes; but I think we are quite agreed on all. We shall therefore expect you on Monday." Then followed this postscript :-"I have made a list of customers, which we can consider together"-Held, that these two letters did not constitute a binding contract in writing, the defendant's answer not being an absolute and unqualified acceptance of the plaintiff's offer. Johnson v. Appleby, 43 L. J., C. P. 146; L. R. 9 C. P. 158; 30 L. T. 261; 22 W. R. 515.
The defendant applied by letter to a projected railway company for one hundred shares, undertaking to accept the same or any less number, and to pay the deposits. He received a letter of allotment for sixty shares. This letter was headed "Not transferable." In an action by the company against him to recover the amount of the deposits :-Held, that there was no binding contract, the proposal being absolute and the acceptance conditional, it containing a qualification that the contract was not to be transferable. Duke v. Andrews, 5 Railw. Cas. 496; 2 Ex. 290.
A. wrote to B. on the 15th of July, proposing a partnership, saying, "As to the time, I certainly should wish it by the end of August." To this B. answered on the 16th, "I am ready to accede to your proposal. With regard to time, if you could possibly defer my coming until the second
week in September, it would suit much best, as our season in August is at the height." On the 19th A. again wrote, "The time is very important, and ought not to be later than August" :-Held, that these letters did not constitute an absolute agreement; and that the judge, having left it to the jury to determine whether B.'s letter of the 16th of July was a positive acceptance of A.'s proposal of the 15th, was a misdirection. Cheveley v. Fuller, 13 C. B. 122.
shares stated that the allotment-money must be paid on the 21st of March, and punctual payment was requisite, and that the bankers were instructed not to receive payment after that day without interest at 10 per cent. :- Held, that this addition relative to interest was not an introduction of a new term. Imperial Land Co. of Marseilles, In re, Harris's case, 41 L. J., Ch. 621; L. R. 7 Ch. 587; 26 L. T. 781; 20 W. R. 690.
The defendant, on 20th November, 1851, wrote to plaintiffs in these terms :-"I agree to supply you with coals for three years from this date, at 48. 6d. per ton. This offer to extend to your whole consumption." On the same day the plaintiffs answered the above in these terms: -We agree to take our whole consumption of coals from you for three years next ensuing, commencing from 1st October, 1851":-Held, that the second letter was not an unqualified accept-surgeon having reported a slight unsoundness in ance of the terms contained in the first, and that therefore there was no contract in writing. Haworth v. Barnes, 2 C. L. R. 783; 2 W. R. 375.
The plaintiff sent his horse for sale to a livery stable and there bargained with B., who bid 75%. for the horse if sound. The parties, however, did not then come to any final agreement, and the plaintiff left the horse with S., the liverystable keeper, to see if the defendant would buy the animal, arranging with S. that the latter was not to have any commission on the sale unless a price of 751. or more was paid. A veterinary the horse, B. wrote to S. :-"When we bid 751. for the horse we did it on the understanding that he should be passed sound; as it is, we think 701. as much as we should give, and therefore you can make that bid for us. S. did so, inclosing B.'s letter to the plaintiff, who wrote in reply:-"As the horse is with you, he shall go at 707. clear to me. I will pay no expenses; you must get what you can of Mr. B. I cannot allow anything off the 707."'-Held, that as the plainWhen it appears from the correspondence tiff by his answer to the defendant's offer stipubetween the parties that some of the terms of lated that they should bear expenses to which he an agreement have been arrived at, but that as vendor was primâ facie liable, he added a new others remain unsettled, there is no contract be-term to those proposed, and in the absence of an tween the parties, and consequently, there can be no part performance. Bertel v. Nereux, 39 L. T. 257.
The first of the above letters having been put in, and it having been elicited in cross-examination that an answer to it in writing had been sent:-Held, that parol evidence was not admissible to show parol acceptance of the terms contained in the first letter. Ib.
C. made a written proposal to D. for the exchange to him of a new engine for an old one, with 101. and a ton of iron. D. afterwards verbally assented to these terms, with the exception of the ton of iron; and in the course of the conversation advised C. to remove the fittings at once, and subsequently told him that he could not allow the engine to remain on his premises beyond quarter-day. Before quarter-day, C. sold the old engine to the plaintiff, but refused to let the plaintiff have it, alleging that the bargain was (as the written proposal rather imported), that it was not to be removed until the new engine was completely fitted up, and that this had not been done. In an action against D. for conversion of the old engine, the judge told the jury that it was for them to consider, under all the circumstances, whether or not the contract between C. and D. was for an immediate transfer of the old engine, and if so, to find for the plaintiff, which they did :-Held, that as the written proposal had not been accepted simpliciter, the real contract was by parol; that the direction was right, and that there was evidence to sustain the verdict. Stones v. Dowler, 29 L. J., Ex. 122.
A contract stated in a declaration was "five tons of linseed cake, to be delivered within a reasonable time in that behalf." The contract proved was, "I can take the five tons of linseed cake, but it must be put on board directly." Answer, "I shall ship you five tons to-morrow -Held, that the proof did not support the declaration. Duncan v. Topham, 8 C. B. 225; 18 L. J., C. P. 310. See also Ullock v. Reddelieu, 5 L. J. (o.s.) K. B. 208.
acceptance of that term there was no complete contract between the parties. Lewis v. Pedrick, 29 L. T. 178.
Where the defendant offered to purchase on certain terms. "possession to be given on or before 25th July," and the plaintiff agreed to the terms, and said he would give possession on the 1st of August :-Held, no acceptance of the defendant's offer. Routledge v. Grant, 4 Bing. 653; 1 M. & P. 717; 3 Car. & P. 267; 6 L. J. (0.s.) C. P. 166; 29 R. R. 672.
A letter accepting an offer to purchase an estate on the terms stated in an advertisement, added a sum for deposit and a day for completing the purchase. No reply was given to this letter: -Held, that there was no complete contract on which to sustain a bill for specific performance. Honeyman v. Marryatt, 6 H. L. Cas. 112; 26 L. J., Ch. 619; 4 Jur. (N.s.) 17.
When an offer for the sale of an estate is accepted "subject to the title being approved by our solicitors,' a new term is introduced, and there being no unconditional acceptance of the offer there is no contract. Hussey v. HornePayne, 47 L. J., Ch. 751; 8 Ch. D. 670; 38 L. T. 543; 26 W. R. 703-C. A. But see dicta of Cairns, L. C., S. C., 48 L. J., Ch. 846; 4 App. Cas. 311; 41 L. T. 1; 27 W. R. 585.
Where there has been by means of letters an offer and an acceptance constituting a completed contract, and specific performance is sought of that contract, the fact that the person seeking specific performance had in letters subsequent to the letters constituting the contract sought to insert a new stipulation, which was resisted by the other party, is not sufficient to show that there had been no complete contract constituted by the prior letters. Hussey v. Horne-Payne (4 App. Cas. 311) explained. Bolton v. Lambert, 58 L. J., Ch. 425; 41 Ch. D. 295; 60 L. T. 687;
Introduction of New Term.]-A letter allotting 37 W. R. 434—C. A.
a contract, although the letter of proposal may mention a term which is omitted in the letter of acceptance. Metzler v. Gounod, 32 L. T. 656.
The defendant signed a letter whereby he guaranteed to the plaintiffs 250 subscriptions to the "Choir" news; aper, of which they were proprietors, in consideration of their giving him the free use of one column of space in such newspaper, and the defendant also undertook to insert the name of the "Choir' as his organ in a foreign newspaper. The plaintiffs signed a letter agreeing to insert the defendant's advertisements in consideration of the subscriptions being guarantee 1, but omitting to mention the promise of the defendant as to the foreign news
The defendant by letter offered to sell his business on certain terms to the plaintiffs, which the plaintiffs by letter accepted. On a formal memorandum being submitted to the plaintiffs they added a clause prohibiting the defendant from carrying on a similar business within a certain radius. Subsequent negotiations followed as to this clause, and the defendant declined to complete. The plaintiffs then offered to complete on the original terms in the letters, omitting the disputed clause. In an action by the plaintiffs for specific performance-Held, that, looking to the subsequent negotiations, there was no concluded agreement constituted by the original letters, and the action was dismissed. Hussey v. Horne-Payne (4 App. Cas. 311) fol-paper, and afterwards added a postscript to lowed; and the criticism on that case in Bolton v. Lambert (supra) dissented from. Bristol Aerated Bread Co. v. Maggs, 59 L. J., Ch. 472; 44 Ch. D. 616; 62 L. T. 416; 38 W. R. 393.
the effect that the payment of the subscriptions should be completed within a certain time :Held, that the two letters formed a good special contract between the parties, which the addition of the postscript did not invalidate. Ib.
A. wrote to B. offering to sell him an estate for 37,500l., or a part of the estate for a less sum, and added a postscript reserving the right to remove the materials of a house. B. replied, "I beg to acknowledge the receipt of your letter stating that you are willing to accept 37,000l. for the whole of your freehold land at N. I hereby accept your terms as above, and agree to pay you the said sum of 37,500l. for your land":—Held, that this was an acceptance of the terms in A.'s letter, including the postscript. Hussey v. Horne-Payne, 47 L. J., Ch. 751; 8 Ch. D. 670; 38 L. T. 543; 26 W. R. 703-C. A. See also S. C., in H. L. 48 L. J., Ch. 846; 4 App. Cas. 311; 41 L. T. 1; 27 W. R. 585.
The defendant made an offer by letter to the plaintiff to purchase from him an estate, which offer was accepted by the plaintiff by letter. After this the plaintiff sent to the defendant a formal contract for his approval and signature. This contract contained several new terms, which the defendant struck out. The defendant returned the contract as altered to the plaintiff, saying that he could not agree to the "special conditions." Further negotiations took place between the parties, and ultimately the defendant wrote to the plaintiff declining to go on with the negotiations. The plaintiff thereupon commenced an action against the defendant for the specific performance of the agreement contained in the two letters-Held, that a complete contract was contained in the two letters of offer and acceptance, and that, as these letters contained Contract subject to Vendor's Approval.]—At a all the terms agreed on between the parties, the sale by auction on the 10th of August, 1880 (an complete contract could not be affected by sub- announcement of which, indorsed on the parsequent negotiations relating to the new terms ticulars and conditions, had the auctioneer's introduced by the vendor. Bellamy v. Deben-name printed at foot), D. signed a memorandum ham, 60 L. J., Ch. 166; 45 Ch. D. 481; 63 L. T. appended to the particulars and conditions, ac220; 39 W. R. 257. See S. C. in C. A., 60 L. J., knowledging that he had "this day purchased Ch. 166;  1 Ch. 412; 64 L. T. 478; 39 W. from Mr. Stafford, the vendor, by public auction, R. 257. subject to his approval, the premises mentioned in the annexed particulars, for the sum of 2501., subject to the conditions of sale also annexed hereto"; but there was no signature by the vendor, nor any subsequent adoption of the contract under his hand. At the time of sale D. paid a portion of the purchase-money in cash, and for the balance of the stipulated deposit he gave his I O U. Three days afterwards D. paid a further sum on account of the deposit, and was handed a receipt dated the 13th August, 1880, signed by the auctioneers' clerk, on behalf Michael Crooke" (the auctioneer), and acknowledging that he had "received from Mr. 207. paid 10th August, makes 50l. deposit on his Dyas (the purchaser) 301. sterling, which with purchase, 847., Mr. Stafford's property." The vendor's solicitor subsequently wrote to D. reCognising the sale, furnished him with copies of the title-deeds, and approved of the draft conveyance to him, which, however, the vendor refused to execute; whereupon D. having brought an action for specific performance :-Held, that there was no agreement enforceable against the defendant, as the contract of the 10th of August having been made expressly "subject to his approval," the memorandum of that date only amounted to a proposal, and did not constitute a note in writing, within the Statute of Frauds; there not being then in fact any contract in
A letter purporting to accept an offer for the purchase of land, but enclosing for signature conditions of sale importing new terms into the contract, is a counter offer and not an acceptance. Crossley v. Maycock (L. R. 18 Eq. 180) followed; Gibbins v. North-Eastern Metropolitan District Asylum (11 Beav. 1) distinguished. Jones v. Daniel, 63 L. J., Ch. 562 1894] 2 Ch. 332; 8 R. 579; 70 L. T. 588; 42 W. R. 687.
Enquiry as to Date of Purchase-Request that Fences be Seen to.]-In answer to a letter by the agent of the defendant containing an offer to sell freehold land, the plaintiff wrote accepting the offer, but added, "I should like to know from what time Mr. Hughes wishes the
chase to date"; also, "You do not mention fences, but I should be obliged if they may be seen to at once, as they really need attention -Held, that these remarks were not to be treated as part of the bargain, and the letter of the plaintiff was a complete acceptance of the offer. Simpson v. Hughes, 66 L. J., Ch. 334; 76 L. T. 237-C. A. Affirming 45 W. R. 221.
Omission of Term contained in Offer.]-Two letters may be sufficiently identical to constitute
existence that subsequent parol approval by the When the cardinal points of a proposed condefendant or his agents could not have the effect tract are definitely agreed upon by letters, the of altering the character in which his name ap-mere fact that in the course of the correspondpeared in the memorandum, so as to convert it ence reference has been made to a more formal into an authentication of a contract; and that agreement, or subsidiary non-essential stipulathe auctioneer's name at foot of the indorsement tions, will not deter the court from considering on the particulars and conditions merely authen- the agreement arrived at by the letters as conticated the announcement of the sale. Dyas v. cluded. Cayley v. Walpole, 39 L. J., Ch. 609; Stafford, 9 L. R. Ir. 520-C. A. 22 L. T. 900; 18 W. R. 782.
Subject to Approval of Solicitor.]-A., the defendant, wrote to his solicitor, who was also the solicitor of E., the plaintiff "You may make Mr. E. an offer of the T. hotel at 1507. per annum from Lady-day, 1881; tenant to pay all rates and taxes, except property tax, and do internal and external painting and repairs; the roof and walls to be kept in repair by the landlord. Term, ten years; a proper lease to be drawn up with all proper clauses, and to be approved by me and my solicitor." This letter was forwarded to the plaintiff, who at once wrote and accepted the offer. There was some evidence that the defendant knew the plaintiff was a brewer-Held, that the words "to be approved by me and my solicitor" did not prevent the letters forming a complete contract, and that the defendant was not entitled to insist on the lease containing a covenant against underletting. Eidie v. Addison, 52 L. J., Ch. 80 ; 47 L. T. 543; 31 W. R. 320.
Refusal of Approval.]-No action lies upon an agreement to buy a lease, and sign a "formal contract when approved by the purchaser's solicitor, in the event of such solicitor not approving of it, unless the approval is withheld malâ fide or unreasonably. Bartlett v. Greene, 30 L. T. 553.
Where a contract is made subject to the approval of the solicitor of one party it is an essential c nition of the contract that that approval should be given unless the purchaser has acted unreasonably or the solicitor does not act bona fide, and in an action to enforce a contract the fact that such consent has not been given is a sufficient answer. Williams v. Edwards, 2 Sim. 78; 29 R. R. 61.
By a letter which contained all essential terms of a contract, the defendant offered to take a lease of a number of houses from the plaintiff, but there was this provision at the end :- Such lease to be approved in the customary way by my solicitor." The offer contained in this letter was accepted by the plaintiff. The defendant's solicitor subsequently refused to approve the lease, or 10 complete :-Held, that there was a binding, and not a conditional, contract, which must be specifically enforced. The meaning of the provision was, that the defendant's solicitor was to see that nothing irregular or unusual was inserted in the formal lease which was to carry out the agreement. Chipperfield v. Carter, 72 L. T. 187.
The owners of land, in answer to a written offer to buy it, wrote saying they had received the offer, and added, "which offer we accept, and now hand you two copies of conditions of sale which we have signed; we will thank you to sign same, and return one of the copies to us -Held, that this was not an unqualified acceptance, and did not make a contract of which specific performance could be enforced as against the purchasers. Crossley v. Maycock, 43 L. J., Ch. 379; L. R. 18 Eq. 180; 22 W. R. 387.
Where the parties have come to a final agreement, and one of the terms is that such agreement shall be embodied in a formal contract, the agreement may be enforced, even though such formal contract has not been executed. Rossiter v. Miller, 48 L. J., Ch. 10; 3 App. Cas. 1124; 39 L. T. 173; 26 W. R. 865.
An estate belonging to R. was offered for sale in lots subject to printed conditions of sale, one of which provided that the purchaser should be required to sign a contract embodying the conditions. M. made a verbal offer for the purchase of certain lots in accordance with the conditions. The authorised agents of the vendors wrote to him recapitulating the terms of his offer, and accepting it on behalf of the proprietors, and adding that he had requested the solicitors "to forward to him the agreement for purchase." M. wrote back that, unless he was left free to build or not as he liked, the offer had better be reconsidered. The agent replied that the acceptance was not conditional, and that he was at liberty to do as he thought best. M. afterwards refused to complete the purchase :-Held, that the letters amounted to a binding contract within the Statute of Frauds. Ib.
By a written agreement the defendant agreed with the plaintiff to take a lease of a house for a certain term at a certain rent, "subject to the preparation and approval of a formal contract." No other contract was ever entered into between the parties:-Held, that there was no final agreement of which specific performance could be enforced against the defendant. Winn V. Bull, 47 L. J., Ch. 139; 7 Ch. D. 29; 26 W. R. 230.
A. wrote "to confirm" a previous verbal offer of 6,000l. for property. B. accepted the offer in writing, coupled with the words, "I will send draft contract in due course":-Held, there was no contract contained in the writings. Vale of
| Neath Colliery Co. v. Furness, 45 L. J., Ch. 276 ; 34 L. T. 231; 24 W. R. 631.
Introduction of New Term.]-See Hussey chaser offering 1,2001. as the purchase-money of v. Horne-Payne, supra.
More formal Agreement to be Drawn up.]Specific performance of an agreement "subject to a contract to be settled," or "subject to a proper contract," will not be enforced. Harvey v. Barnard's Inn, 50 L. J., Ch. 750; 45 L. T. 280; 29 W. R. 922. See also Donnison v. Peoples Café Co., 45 L. T. 187.
In reply to a telegram from an intending purlands, with respect to which negotiations for a sale had been previously pending, the vendor telegraphed, "Accept your offer of 1,2007., subject to letter and agreement to be sent to your solicitor." A draft contract of sale was subsequently furnished to the purchaser's solicitor; but, owing to differences as to the details, such as the commencement of the title, registry searches, &c., the treaty was broken off by the vendor :