Wolf and Wolf v Forfar Potato Co
Encyclopedia
Wolf and Wolf v Forfar Potato Co (1984 S.L.T. 100) is a leading case
in Scots contract law
. It deals with offer and acceptance
, more specifically with the effects a counter offer has on the existence of a contract.
The case itself concerns the possible sale of potato
es by a Forfar
potato merchant to an international potato merchant in Amsterdam
, on 29 November 1977. The Forfar merchant telex
ed an offer (open for acceptance till 17.00 hrs., 30 November 1977) to sell potatoes to the international merchant, subject to certain conditions regarding delivery dates and sizes. By telex dated 30 November 1977, the international merchant purported to accept the offer, subject to certain additional conditions. Following a telephone conversation between the parties to clarify the position, the international merchant by further telex dated 30 November 1977, sent within the time-limit, again purported to accept the original offer but requested that their conditions telexed in their first telex, should be given consideration. The Forfar merchant did not supply the potatoes and was sued for damages. The question arose as to whether there was a valid contract with consensus in idem ever constituted between the parties.
The sheriff after a proof before answer, held that
The pursuers appealed to the Court of Session
where it was held that on the making of a qualified acceptance and counter-offer, the original offer falls and that on the failure to obtain the terms requested in the counter-offer, the party cannot fall back on and accept the original offer.
Landmark decision
Landmark court decisions establish new precedents that establish a significant new legal principle or concept, or otherwise substantially change the interpretation of existing law...
in Scots contract law
Contract
A contract is an agreement entered into by two parties or more with the intention of creating a legal obligation, which may have elements in writing. Contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific...
. It deals with offer and acceptance
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...
, more specifically with the effects a counter offer has on the existence of a contract.
The case itself concerns the possible sale of potato
Potato
The potato is a starchy, tuberous crop from the perennial Solanum tuberosum of the Solanaceae family . The word potato may refer to the plant itself as well as the edible tuber. In the region of the Andes, there are some other closely related cultivated potato species...
es by a Forfar
Forfar
Forfar is a parish, town and former royal burgh of approximately 13,500 people in Angus, located in the East Central Lowlands of Scotland. Forfar is the county town of Angus, which was officially known as Forfarshire from the 18th century until 1929, when the ancient name was reinstated, and...
potato merchant to an international potato merchant in Amsterdam
Amsterdam
Amsterdam is the largest city and the capital of the Netherlands. The current position of Amsterdam as capital city of the Kingdom of the Netherlands is governed by the constitution of August 24, 1815 and its successors. Amsterdam has a population of 783,364 within city limits, an urban population...
, on 29 November 1977. The Forfar merchant telex
Telex
Telex may refer to:* Telex , , a communications network** Teleprinter, the device used on the above network* Telex , a Belgian pop group...
ed an offer (open for acceptance till 17.00 hrs., 30 November 1977) to sell potatoes to the international merchant, subject to certain conditions regarding delivery dates and sizes. By telex dated 30 November 1977, the international merchant purported to accept the offer, subject to certain additional conditions. Following a telephone conversation between the parties to clarify the position, the international merchant by further telex dated 30 November 1977, sent within the time-limit, again purported to accept the original offer but requested that their conditions telexed in their first telex, should be given consideration. The Forfar merchant did not supply the potatoes and was sued for damages. The question arose as to whether there was a valid contract with consensus in idem ever constituted between the parties.
The sheriff after a proof before answer, held that
- there was no contract between the parties, and
- the pursuers failed to prove any loss.
The pursuers appealed to the Court of Session
Court of Session
The Court of Session is the supreme civil court of Scotland, and constitutes part of the College of Justice. It sits in Parliament House in Edinburgh and is both a court of first instance and a court of appeal....
where it was held that on the making of a qualified acceptance and counter-offer, the original offer falls and that on the failure to obtain the terms requested in the counter-offer, the party cannot fall back on and accept the original offer.