Adams v. Lindsell
Encyclopedia
Adams v Lindsell [1818] EWHC KB J59, is an English
contract case regarded as the first case towards the establishment of the "postal rule" for acceptance of an offer
. Ordinarily, any form of acceptance must be communicated expressly to an offeror; however, it was found that where a letter of acceptance is posted, an offer is accepted "in course of post".
. On 2 September, the defendant
s wrote to the plaintiff
s offering to sell them certain fleeces of wool and requiring an answer in the course of post. The defendants, misdirected the letter so that the plaintiffs did not receive it until 5 September. The plaintiffs posted their acceptance on the same day but it was not received until 9 September. Meanwhile, on 8 September, the defendants, not having received an answer by 7 September as they had expected, sold the wool to someone else.
The defendants argued that there could not be a binding contract until the answer was actually received, and until then they were free to sell the wool to another buyer.
said that if that was true it would be impossible to complete any contract through the post; if the defendants were not bound by their offer until the answer was received, then the plaintiffs would not be bound until they had received word that the defendants had received their acceptance, and this could go on indefinitely. Instead it must be considered that the offerors were making the offer to the plaintiffs during every moment that the letter was in the post. Then when the Offeree has placed his acceptance in the post there is a fictional meeting of minds, which concludes the offer and gives effect to the acceptance.
The acceptance did not arrive in course of post strictly speaking (all parties understood in course of post to refer to 7th of September). But because the delay was the default of the defendant it was taken that the acceptance did arrive in course of post.
[1955] 2 QB 327).
England
England is a country that is part of the United Kingdom. It shares land borders with Scotland to the north and Wales to the west; the Irish Sea is to the north west, the Celtic Sea to the south west, with the North Sea to the east and the English Channel to the south separating it from continental...
contract case regarded as the first case towards the establishment of the "postal rule" for acceptance of an offer
Offer and acceptance
Offer and acceptance analysis is a traditional approach in contract law used to determine whether an agreement exists between two parties. Agreement consists of an offer by an indication of one person to another of the offeror's willingness to enter into a contract on certain terms without...
. Ordinarily, any form of acceptance must be communicated expressly to an offeror; however, it was found that where a letter of acceptance is posted, an offer is accepted "in course of post".
Facts
The case involved two parties in the sale of woolWool
Wool is the textile fiber obtained from sheep and certain other animals, including cashmere from goats, mohair from goats, qiviut from muskoxen, vicuña, alpaca, camel from animals in the camel family, and angora from rabbits....
. On 2 September, the defendant
Defendant
A defendant or defender is any party who is required to answer the complaint of a plaintiff or pursuer in a civil lawsuit before a court, or any party who has been formally charged or accused of violating a criminal statute...
s wrote to the plaintiff
Plaintiff
A plaintiff , also known as a claimant or complainant, is the term used in some jurisdictions for the party who initiates a lawsuit before a court...
s offering to sell them certain fleeces of wool and requiring an answer in the course of post. The defendants, misdirected the letter so that the plaintiffs did not receive it until 5 September. The plaintiffs posted their acceptance on the same day but it was not received until 9 September. Meanwhile, on 8 September, the defendants, not having received an answer by 7 September as they had expected, sold the wool to someone else.
The defendants argued that there could not be a binding contract until the answer was actually received, and until then they were free to sell the wool to another buyer.
Judgment
Law JEdward Law, 1st Baron Ellenborough
Edward Law, 1st Baron Ellenborough PC KC was an English judge. After serving as a Member of Parliament and Attorney General, he became Lord Chief Justice.-Early life:...
said that if that was true it would be impossible to complete any contract through the post; if the defendants were not bound by their offer until the answer was received, then the plaintiffs would not be bound until they had received word that the defendants had received their acceptance, and this could go on indefinitely. Instead it must be considered that the offerors were making the offer to the plaintiffs during every moment that the letter was in the post. Then when the Offeree has placed his acceptance in the post there is a fictional meeting of minds, which concludes the offer and gives effect to the acceptance.
The acceptance did not arrive in course of post strictly speaking (all parties understood in course of post to refer to 7th of September). But because the delay was the default of the defendant it was taken that the acceptance did arrive in course of post.
Significance
This case in the first step towards establishing the postal acceptance rule (mailbox rule). It was not until 1892 in Henthorn v Fraser [1892] 2 Ch 27 that the court determined the precise timing of the acceptance, that is the moment the letter of acceptance is posted. (See also Entores Ltd v Miles Far East CorporationEntores Ltd v Miles Far East Corporation
Entores Ltd v Miles Far East Corporation [1955] is a landmark English Court of Appeal decision in contract law on the moment of acceptance of a contract over telex. Denning LJ found that the regular postal rule did not apply for instantaneous means of communications such as a telex...
[1955] 2 QB 327).