Offer by letter. Acceptance by letter. not accepted within a reasonable time may be treated as at an end (a). Application having been made for shares in a company in accordance with their published prospectus on the 8th of June, no allotment was made in answer to the application until the following 23rd of November; it was held that the allotment was not made within a reasonable time, and therefore that the applicant was not bound to accept the shares allotted, although he had not expressly withdrawn his application (b). An offer by letter or other communication between distant parties continues open until the arrival of the letter or other communication in due course at its destination (c). If the delivery of the letter of offer is delayed by the default of the sender, the offer is extended until its arrival. The defendants by letter offered to sell certain goods to the plaintiffs, receiving an answer by return of post; the letter was delayed in consequence of the defendants having addressed it incorrectly, and the letter of the plaintiffs by return of post accepting the offer did not arrive until later than it would have done if the letter of offer had been correctly addressed; in the meanwhile the defendants not hearing from the plaintiffs had sold the goods to another person; it was held that there was a binding contract,-the Court saying that as the delay in notifying the acceptance arose entirely from the mistake of the defendants, it was to be taken as against them that the plaintiffs' answer was received in course of post (d). Where an offer was made by letter without requiring an answer by return of post, it was held that a notification of acceptance sent by post on the day of the receipt of the offer, though not by the next post, was sufficient (e). Where the proposal sent by letter is accepted by letter, the contract is complete on the posting of the letter of acceptance. In the case of Adams v. Lindsell (f), the defen dants having written to the plaintiffs a letter offering a sale of wool, after the letter of acceptance was posted and before its delivery, sold the wool to another person. In an action for not delivering the wool, it was contended on behalf of the defendants that there could be no binding contract until the answer was actually received, and before then the defendants had retracted their offer by selling the wool to other persons. But the Court said, that if that were so, no contract could ever be completed by the post. For if the defendants were not bound by their offer when accepted by the plaintiffs till the answer was received, then the plaintiff's ought not to be bound till after they had received the notification that the defendants had received their answer and assented to it. And so it might go on ad infinitum. The defendants must be considered in law as making, during every instant of the time their letter was travelling, the same identical offer to the plaintiffs; and then the contract is completed by the acceptance of it by the latter. In the case of Potter v. Sanders (a) the vendor of an estate accepted an offer made by letter for the purchase of it by a letter posted on one day and delivered the next. On the latter day the same estate was sold by an agent of the vendor to another party. Upon the question of priority between the two purchasers Vice-Chancellor Wigram decided that it was unnecessary to inquire whether the letter of acceptance was delivered before the other contract was made. The delivery of the letter, he said, was merely the completion of an act by which the vendor had bound himself the day before; and the vendor, when he put into the post office the letter to the plaintiff, did an act which, unless it were interrupted in its progress, concluded the contract between himself and the plaintiff. The acceptance is complete and the contract valid upon the due posting of the letter of acceptance, notwithstanding delay, or even entire failure in arriving at its destination, provided such delay or failure has not been occasioned by a wrong address of the letter, or other default in the party sending it (b). In a case on appeal to the House of Lords 381; Duncan v. Topham, 8 C. B. (a) 6 Hare, 1. (b) Dunlop v. Higgins, 1 H. L. C. 225. Revocation of offer. against a decree of the Court of Session, it appeared that a letter was sent offering a sale of goods, which was accepted by a letter duly posted for that purpose; but the letter of acceptance not arriving in regular course of post by reason of delays in the post office, not occasioned by any default in the sender, the owner of the goods refused to supply them; it was held that the contract was complete upon the posting of the letter of acceptance, and that the seller of the goods was liable for not delivering them according to the contract (a). The defendant by letter offered to buy goods of the plaintiff, and the plaintiff duly posted a letter accepting the offer, but the letter never reached its destination; it was held that the contract was nevertheless complete, and the defendant was bound to accept delivery of the goods according to the contract (b). In a case before the Court of Sessions in Scotland, a letter accepting a proposed contract was posted, and a subsequent letter recalling the acceptance was also posted and arrived at the same time with the previous one; the judges of the Court of Session, reversing the judgment of the Court below but not unanimously, held that there was no contract (c). The party making an offer of a contract is at liberty to revoke it by a notice to that effect given to the other party at any time before it is accepted (d). Thus, in sales by auction, either seller or bidder may withdraw their respective offers before the hammer falls (e). As an offer may be (a) Dunlop v. Higgins, supra. (d) According to Pothier, an offer ment. The passage from Pothier to this effect (contrat de vente, s. 32) has been cited by some writers as in accordance with English law (see Chitty, Contr. 7th edit. 12; Head v. Diggon, 3 M. & R. 97, 100, n. c), but it is here submitted that it is inconsistent with the decisions above cited, and contrary to principle in regarding as the test of agreement the abstract intentions of the parties instead of the expressions of intention communicated between them (see ante, p. 8). (e) Fayne v. Cave, 3 T. R. 148; Warlow v. Harrison, 1 E. & E. 295; 28 L. J. Q. B. 18. withdrawn, so it may be varied at any time until it has been actually accepted (a). Where negotiations ensued upon an offer with a view to an alteration of its terms, the party making the offer was held entitled to withdraw pending the negotiations before any terms had been finally acceded to (b). An offer which in its terms allows a certain time for acceptance, may be withdrawn during that time before acceptance (c). In the case of Cooke v. Oxley (d) the plaintiff in his declaration stated that the defendant proposed to the plaintiff to sell and deliver certain goods upon certain terms, if the plaintiff would agree to purchase them upon the terms aforesaid, and would give notice thereof to the defendant before the hour of four in the afternoon of that day; the plaintiff then averred that he did agree to purchase the goods aforesaid, and did give notice thereof to the defendant before the hour of four in the afternoon of that day, and proceeded to charge a breach by the defendant in not delivering; after verdict for the plaintiff, the declaration was held bad in arrest of judgment on the ground that it did not contain an allegation of a contract. It was said that the defendant was not bound to continue his offer until four o'clock because it was not made upon any consideration, and there was no averment that he in fact continued his offer at the time it was accepted, so that no agreement was alleged as a matter of fact. It may be remarked that the facts alleged, in the absence of proof of dissent by the defendant, might have been sufficient for a jury to infer the fact that the defendant's offer continued open when the plaintiff accepted it, so as to establish a complete agreement between them; but such fact could not be imported into the declaration without an allegation to that effect. The defendant offered to purchase a house of the plaintiff and to give him six weeks for a definite answer; it was held that the defendant might retract his offer at any time during the six weeks before it was accepted (e). The defendant made a written offer to the plaintiff to sell him cer 14. (a) Honeyman v. Marryat, 21 Beav. (b) Thornbury v. Bevill, 1 Y. & C. Ch. 554. (c) Cooke v. Oxley, 3 T. R. 653; Routledge v. Grant, 4 Bing. 653. (d) 3 T. R. 653. (e) Routledgev. Grant, 4 Bing. 653. Revocation by death. Refusal of offer. tain wool, with three days grace from the date to make up his mind; within the three days the plaintiff went to the defendant to accept the offer, when the defendant said that he had offered the wool to another, and declined the sale; it was held that there was no contract, because, when the plaintiff signified his acceptance of the offer, the defendant did not then agree (a). An offer is revoked by the death of the party proposing it. Accordingly, a person having authorized a supply of goods from a tradesman for the use of his family during his absence, and having died while absent, the tradesman was held to have no claim against his executor for goods supplied after his death (b). A person authorized the plaintiff to endeavour to sell a picture upon the terms that if he succeeded he should be paid £100, and died before the picture was sold; it was held that the employment was revoked, and that the plaintiff could not upon the sale of the picture recover the £100 against the representative of the employer (c). A person having ordered of the plaintiff a set of artificial teeth to be made and fitted died before they were made; it was held that the order was revoked by the death, and the plaintiff had no claim against the executor of the deceased for the work done by him in pursuance of the order (d). An offer is also revoked by the death of the person to whom it was made before acceptance. In such case the offer cannot be accepted by the representatives of the deceased (e). A proposal is put an end to by a refusal of it. "If an offer made is rejected, the party making it is relieved from his liability on that offer, and the party who has rejected the offer cannot afterwards at his option convert the same offer into an agreement by acceptance; for that purpose he (a) Head v. Diggon, 3 M. & R. 97. (b) Blades v. Free, 9 B. & C. 167; and see Smout v. Ilbery, 10 M. & W. 1. (c) Campanari v. Woodburn, 15 C. B. 400. (d) Lee v. Griffin, 1 Best & Smith, 272; 30 L. J. Q. B. 252. (e) See Werner v. Humphreys, 2 M. & G. 853. |