Author: Ridhima Raj, pursuing B.B.A.,LL.B.(Criminology) from University of Petroleum and Energy Studies.
George Dickinson…………………………Plaintiff
Vs.
John Dodds……………………………..Defendant
Facts
On June 10, 1874, the defendant John Dodds signed and gave the plaintiff George Dickinson a memorandum, which carry the following points: -
I won't agree to sell the entirety of my residences, as well as the garden area, stables, and outbuildings that go with it, located at Croft, to Mr. George Dickinson for the sum of £800. This offer is to be held until Friday, 12 June 1874, at 9:00 a.m.
Mr. Berry informed Plaintiff on Thursday afternoon that Thomas Allan, the second Defendant, had been the receiver of an offer or agreement from Dodds to sell the property. At that point, Plaintiff went to the residence of Mrs. Burgess, Dodds' mother-in-law, where he was then residing, at around half-past 7 in the evening, and gave her a formal written acceptance of the offer to sell their property. Mrs. Burgess testified that she forgot to deliver Dodds this document, hence he never actually received it.
On Friday morning at around seven o'clock, Berry, who was acting as Dickinson's agent, met Dodds at the Darlington railway station, gave him a copy of the acceptance, and explained its purpose to Dodds. It was too late, he said, as he had already sold the property. After finding Dodds entering a railway carriage sometime later, Dickinson handed him a second copy of the notice of acceptance, but Dodds refused it, stating, "It's too late for you. I've already sold the house.
It appeared that Dodds had formally agreed to sell the house to Defendant Allan for £800 the previous day, on June 10, and had accepted a deposit of £40 from him.
Issues
The issue, in this case, was whether the defendant's assurance that the offer would remain open till Friday morning constituted a legallybinding agreement between the parties and if he was free to withdraw it and sell it to a third party.
Judgment
The court held that the declaration made by Mr. Dodds was only a promise, and no legally binding agreement was created. He had made the plaintiff an offer to buy his house, but this offer is subject to withdrawal at any point before acceptance. There was no deposit made to alter the circumstances. There could therefore no "meeting of the minds" between the parties because there was no responsibility to keep the offer available. The court further ruled that a communication from a friend or another party informing a party that an offer had been withdrawn was valid and would be taken as coming directly from the party in the issue.
Despite the document's opening line, "I hereby agree to sell," it was simply intended to be an offer because the plaintiff himself informs us that he needed time to think things over before deciding whether or not to engage in an agreement. There was no finalized agreement established at that point; it was merely an offer to sell unless both parties accepted. The plaintiff adds the following note because he was not planning to finish the transaction at that time: "This offer is to be left over until Friday, 9 a.m., June 12, 1874." That proves it was only a proposal. However, it appears that Dickinson and Doddsthought that Dodds was bound by that promise and could not in any way withdraw from it or retract it until 9 a.m. on Friday. This probably explains a good deal of what took place. There was no consideration given for the undertaking or promise, to the extent that it may be considered binding, to keep the property unsold until 9 a.m. on Friday. However, since this commitment was only a nudumpactum, it is well-established law and one of the clearest principles of law that it was not binding at any point beforeDickinson's full acceptance of it. Given the current circumstances, it is believed that the only way Dodds could claim that freedom was by formally and explicitly telling Dickinson, "Now I revoke my offer." The idea that the offer must be withdrawn, or retracted, doesn't seem to be supported by any principle or legal precedent. For there to be a contract, it must look that both parties' thoughts were in agreement at the same instant, meaning that the offer had to be open until it was accepted. If there wasn't a continual offer, the acceptance would be meaningless. However, in this case, there is no doubt that the plaintiff knew that Dodds was no longer minded to sell the property to him as plainly and clearly as if Dodds had told him in so many words, "I withdraw the offer." Of course, it may very well be the case that one man is forced by law in some way or another to let the other man know that his mind about the offer has changed. The Plaintiff's remarks in the bill serve as evidence for this. Plaintiff essentially claims that after knowing that Dodds was no longer planning to sell to him and that he was selling to or had already sold to someone else, he believed he was incapable of handling to stop Dodds from doing so.In effect, the Plaintiff claims that after learning that Dodds was no longer willing to sell to him and that he was selling to or had already sold to someone else, and believing that he could not legally withdraw his offer, intending to fix him to it, and trying to bind him, "I went to the house where he was lodging, saw his mother-in-law, and left with her an acceptance of the offer, knowing all the while that he had completely changed his mind.
I arrived at the railway station just before 9 o'clock to catch him and offer him my notice of acceptance, but when I did, he informed my agent and me that we were both too late and threw back the paper. Before Plaintiff made any attempt to accept, it is in my opinion pretty obvious that he was well aware that Dodds had changed his mind and that he had agreed to sell the property to Allan. Therefore, it is impossible to assert that the two parties ever shared the same understanding, which is required in legal terms for the formation of an agreement. Therefore, in my opinion, Plaintiff has failed to establish that he and Dodds had a legally enforceable agreement.
The offeror need not give the offeree any official notification in writing that the offer is being withdrawn. The offer is withdrawn if the offeree sees that the offeror acted in a manner inconsistent with it still being open.
James LJ explained that the reason for this is that a contract requires an objective meeting of minds. Normally, by making an offer, the offeree objectively holds himself out as continuing to make the offer until it is accepted. However, if the claimant learns of information that is inconsistent with a continuing offer, there is no longer objectively a meeting of minds this case shows that the offeror may withdraw their offer at any time, even if they have specified that it will be valid for a specific amount of time.
The offeror might still lawfully withdraw the offer even if the offeree did give something in exchange for the promise to keep the offer open. But if he did, he would be in breach of the agreement and liable for damages.
In the case of Kennedy V. Lee, "If a person communicates his acceptance of an offer within a reasonable time after the offer is made, and if, within a reasonable time of the acceptance being communicated, no variation has been made by either party in the terms of the offer so made and accepted,"The offer and acceptance must be viewed as coming at the same time, and the Court will execute the agreement if both are considered together. Therefore, a parol acceptance is not only sufficient but also refers back to the date of the offer.
In the case of Adams v. Lindsell, the plaintiffs received a letter offer of sale, Due to a misdirected letter, it took two extra days for the Plaintiffs to receive the letter. The Plaintiffs submitted an answer accepting the letter as soon as they received it, and it was decided that they were entitled to the contract's benefits.