Jones v Daniel
Citations: [1893 J 795];  2 Ch 332.
The defendant made a verbal offer to purchase the claimant’s land to the claimant’s solicitors. After some correspondence, the defendant repeated his offer in writing. The solicitor wrote back, stating that the claimant accepted the offer and enclosing a copy of the contract for the defendant to sign. This contract contained several terms which the defendant had not mentioned in his offer. The letter stated that once the solicitors had received the signed contract they would send the defendant the version which the claimant had signed.
The defendant initially did not respond to this letter, despite the solicitors sending several follow-up letters. Eventually, he wrote to the solicitors declining to purchase the land. The claimant sought specific performance of sale, arguing that the letters between the solicitors and the defendant constituted a completed contract.
- Were the letters a completed contract?
The court held in favour of the defendant. The letter purporting to accept the defendant’s offer did not mirror the terms of that offer – it had several new terms. This meant that it was not an acceptance – it was a counter-offer. Since the defendant had not accepted this counter-offer, there was no completed contract.
This Case is Authority For…
An acceptance must mirror the terms contained in the offer. If it does not, then it is a counter-offer.