Citation. 2 Ch. Div. 463 (1876)
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Defendant gave a written offer to Plaintiff to sell a certain property and that stated the offer was “to be left over until Friday 9 o’clock am.” Plaintiff left acceptance with Dodd’s mother-in-law at 7pm Thursday evening upon learning that Defendant had been offering the property to another. Plaintiff attempted to deliver the acceptance personally to Defendant on Friday morning who refused stating that he had already sold the property.
Synopsis of Rule of Law.
Promises to keep an offer open until a certain time will be only a promise unless made by binding by consideration and acceptance necessary to form a binding agreement.
Facts.
Plaintiff believed he had the power to accept until 9am on Friday. He learned that Defendant was negotiating with another party and immediately brought his acceptance to the house where Defendant was known to be staying and left written acceptance with his mother-in law. Defendant had sold the property to Allen on the day before, Thursday. Defendant, found him before 9am on Friday at the train station and handed him a copy of the acceptance.
Issue.
Whether the promise to keep the offer “left over until Friday 9 o’clock” was a binding contract without consideration and before complete acceptance by Plaintiff.
Held.
The offer to be held open until Friday 9 o’clock was only an offer that was not supported by consideration or acceptance by Plaintiff. There was no binding agreement to keep the property unsold until 9 o’clock Friday morning.
Concurrence. The other party was free to make a more favorable offer to Defendant which he was free to accept. There was no binding agreement between Defendant and Plaintiff since Plaintiff had not accepted the offer. In addition, it was questionable whether Plaintiff could accept at all once he had knowledge that the person had sold the property to someone else.
Discussion.
Consideration would have supported the agreement to keep the property unsold until 9 o’clock as an agreement separate from the offer to sell. Without that, it was a mere promise that Defendant was free to break. Since the other party, Allen, purchased the property before Plaintiff accepted there could not be any acceptance by Plaintiff.
