Brogden v Metropolitan Railway Company
Encyclopedia
Brogden v Metropolitan Railway Company (1876-77) L.R. 2 App. Cas. 666 is an English contract law
case, which established that a contract can be accepted by the conduct of the parties.
, the chief of a partnership
of three, had supplied the Metropolitan Railway Company with coals for a number of years. Brogden then suggested that a formal contract should be entered into between them for longer term coal supply. Each side's agents met together and negotiated. Metropolitan's agents drew up some terms of agreement and sent them to Brogden. Brogden wrote in some parts which had been left blank and inserted an arbitrator who would decide upon differences which might arise. He wrote "approved" at the end and sent back the agreement documents. Metropolitan's agent filed the documents and did nothing more. For a while, both acted according to the agreement document's terms. But then some more serious disagreements arose, and Brogden argued that there had been no formal contract actually established.
, Lord Hatherley
, Lord Selborne
, Lord Blackburn, and Lord Gordon
) held that a contract had arisen by conduct and Brogden had been in clear breach, so he must be liable. The word "approved" on the document with Brogden's name was binding on all the partners, since Brogden was the chief partner, even though the standard signature of “B. & Sons” was not used. A mere mental assent to the agreement's terms would not have been enough, but having acted on the terms made it so. Lord Blackburn also held that the onus of showing that both parties had acted on the terms of an agreement which had not been, in due form, executed by either, lies upon person alleging such facts. A key extract from Lord Blackburn's judgment follows.
English contract law
English contract law is a body of law regulating contracts in England and Wales. With its roots in the lex mercatoria and the activism of the judiciary during the industrial revolution, it shares a heritage with countries across the Commonwealth , and the United States...
case, which established that a contract can be accepted by the conduct of the parties.
Facts
Mr BrogdenAlexander Brogden
Alexander Brogden was born in Manchester on 3 November 1825, the second son of John Brogden and educated at Blackburn, New College Manchester and King's College London, where he read mathematics. He married Anne Garstang on 6 September 1848 at Manchester Cathedral. He joined his father’s...
, the chief of a partnership
Partnership
A partnership is an arrangement where parties agree to cooperate to advance their mutual interests.Since humans are social beings, partnerships between individuals, businesses, interest-based organizations, schools, governments, and varied combinations thereof, have always been and remain commonplace...
of three, had supplied the Metropolitan Railway Company with coals for a number of years. Brogden then suggested that a formal contract should be entered into between them for longer term coal supply. Each side's agents met together and negotiated. Metropolitan's agents drew up some terms of agreement and sent them to Brogden. Brogden wrote in some parts which had been left blank and inserted an arbitrator who would decide upon differences which might arise. He wrote "approved" at the end and sent back the agreement documents. Metropolitan's agent filed the documents and did nothing more. For a while, both acted according to the agreement document's terms. But then some more serious disagreements arose, and Brogden argued that there had been no formal contract actually established.
Judgment
The House of Lords (The Lord Chancellor, Lord CairnsHugh Cairns, 1st Earl Cairns
Hugh McCalmont Cairns, 1st Earl Cairns PC, QC was a British statesman who served as Lord Chancellor of the United Kingdom during the first two ministries of Benjamin Disraeli. He was one of the most prominent Conservative statesmen in the House of Lords during this period of Victorian politics...
, Lord Hatherley
William Wood, 1st Baron Hatherley
William Page Wood, 1st Baron Hatherley PC, QC was a British lawyer and statesman who served as a Liberal Lord Chancellor between 1868 and 1872 in William Ewart Gladstone's first ministry.-Background and education:...
, Lord Selborne
Roundell Palmer, 1st Earl of Selborne
Roundell Palmer, 1st Earl of Selborne PC , was a British lawyer and politician. He served twice as Lord Chancellor of Great Britain.-Background and education:...
, Lord Blackburn, and Lord Gordon
Lord Gordon
*Lord Gordon of Badenoch*Lord Gordon-Gordon *Lord George Gordon *Lord Nicholas Gordon-Lennox *Lord Douglas Gordon...
) held that a contract had arisen by conduct and Brogden had been in clear breach, so he must be liable. The word "approved" on the document with Brogden's name was binding on all the partners, since Brogden was the chief partner, even though the standard signature of “B. & Sons” was not used. A mere mental assent to the agreement's terms would not have been enough, but having acted on the terms made it so. Lord Blackburn also held that the onus of showing that both parties had acted on the terms of an agreement which had not been, in due form, executed by either, lies upon person alleging such facts. A key extract from Lord Blackburn's judgment follows.