Adams v Lindsell [1818] EWHC KB J59

Adams v Lindsell [1818] EWHC KB J59, is an English contract case regarded as the first case towards the establishment of the "postal rule" for acceptance of an offer. Ordinarily, any form of acceptance must be communicated expressly to an offeror; however, it was found that where a letter of acceptance is posted, an offer is accepted as soon as the letter leaves the offeree's control.


Facts

The case involved two parties in the sale of wool. On 2 September, the defendants wrote to the plaintiffs offering to sell them certain fleeces of wool and requiring an answer in the course of post. The defendants, misdirected the letter so that the plaintiffs didn't receive it until 5 September.[1] The plaintiffs posted their acceptance on the same day but it was not received until 9 September. Meanwhile, on 8 September, the defendants, not having received an answer by 7 September as they had expected, sold the wool to someone else.

The defendants argued that there could not be a binding contract until the answer was actually received, and until then they were free to sell the wool to another buyer.

Judgment

Law J said that if that was true it would be impossible to complete any contract through the post; if the defendants were not bound by their offer until the answer was received, then the plaintiffs would not be bound until they had received word that the defendants had received their acceptance, and this could go on indefinitely.[1] Instead it must be considered that the offerers were making the offer to the plaintiffs during every moment that the letter was in the post.[2]

Remarks

This case in the first step towards establishing the postal acceptance rule (mailbox rule). It was not until 1892 in Henthorn v. Fraser [1892] 2 Ch 27 that the court determined the precise timing of the acceptance, that is the moment the letter of acceptance is posted. (See also Entores Ltd v Miles Far East Corporation [1955] 2 QB 327, CA).