Dickinson v Dodds
Court of Appeal
Citations: [1874 D 94]; (1876) 2 Ch D 463.
The defendant sent the claimant a signed letter offering to sell his land. The letter stated that the offer would remain open under 9am the next Friday. On Thursday afternoon, a friend informed the claimant that the defendant was arranging to sell the house to a third-party. Later that day, the claimant left a note at the defendant’s residence purporting to accept the defendant’s offer.
- Was it still possible to accept the defendant’s offer?
The Court of Appeal held in favour of the defendant. The offer was withdrawn when the claimant learned that the defendant was arranging to sell the property to another.
This Case is Authority For…
There is no need for the offeror to give the offeree any formal notice that the offer is withdrawn. If the offeree becomes aware that the offeror has acted in a way which is inconsistent with the offer still being open, it is withdrawn.
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 which is inconsistent with a continuing offer, there is no longer objectively a meeting of minds.
This case confirms that the offeror can withdraw their offer at any time, even if they have stated that the offer will remain open for a particular period of time.
James LJ explained that the reason for this is that the offeree does not usually provide consideration for the promise to leave the offer open for a particular length of time. The offeror is therefore not contractually bound to leave the offer open.
If the offeree did provide consideration for the promise to keep the offer open, it is likely that the offeror could still validly withdraw the offer. However, he would be in breach of contract for doing so, and would have to pay damages.