Spencer v Harding – Case Summary

Spencer v Harding

Court of Common Pleas

Citations: (1869-70) LR 5 CP 561.


The defendants put out a circular which stated that they were accepting tenders for the sale of stock in a particular company. The claimant submitted a tender which complied with all the requirements in the circular. Theirs was the highest tender. The defendant refused to accept the tender and sell the stock.

  1. Was the circular an offer or an invitation to treat?

The court held in favour of the defendant. A circular inviting tenders is not an offer which is accepted by the submission of tenders.

This Case is Authority For…

An invitation for tenders is usually an invitation to treat, not an offer. It will only be an offer if it states, or implied, that the defendant undertakes to accept the highest tender.