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Manchester Diocesan Council for Education v Commercial and General Investments Ltd (1969) Ch
The plaintiff wanted to sell a school that was scheduled to close in August 1967. The complainant requested tenders in 1964 and requested them to be received by August 27, 1964. The fourth requirement for the tender sale was:
The person whose tender is accepted shall be the purchaser and shall be informed of the acceptance of his tender by letter sent to him by post addressed to the address given in his tender.
The defendant made a tender in a letter that included the words:
...we agree that in the event of this offer being accepted in accordance with the above conditions...we will...complete the purchase in accordance with the said conditions.
The defendant made the highest tender and, during September 1964, there was some correspondence between the plaintiff’s surveyor and the defendant’s surveyor. On 15 September, the plaintiff’s surveyor wrote to the defendant’s surveyor:
The sale has now been approved by the Manchester Diocesan Council for Education...[The] diocesan registrar...has been instructed to obtain the approval of the Secretary of State for Education. As soon as this is given he will be getting in touch with...your client’s solicitors.
The approval of the Secretary of State was obtained on 18 November. On 23 December, the plaintiff’s solicitors wrote to the defendant’s solicitors to confirm the contract. On 5 January, the defendant’s solicitors replied that they could ‘not confirm that there is a binding contract in this matter’. On 7 January 1965, the plaintiff’s solicitors wrote to the defendant at the address given in the tender form and accepted the offer.
Held there was a contract. (I) The letter of 15 September 1964 was an acceptance even though it appeared not to comply with condition 4. Buckley J had two reasons for this decision, (i) A request by the defendant offeror for a certain method of acceptance would normally be construed as a request for that method or another which was as good. Per Buckley J: ‘If an offeror intends that he shall be bound only if his offer is accepted in some particular manner, it must be for him to make this clear ’ (ii) Condition 4 was introduced into the bargain by the plaintiff: ‘It would consequently be a term strict compliance with which the plaintiff could waive, provided the defendant was not adversely affected.’ (II) (1.3.2) In any case, the letter of 7 January 1965 was a valid acceptance in accordance with condition 4. The rule that an offer lapses if not accepted within a reasonable time is based on ‘thequestion...whether the offeree should be held to have refused the offer by his conduct’. Following the letter of 15 September 1964, it was clear that plaintiff had not refused the offer, so acceptance was still possible on 7 January.
The plaintiff wanted to sell a school that was scheduled to close in August 1967. The complainant requested tenders in 1964 and requested them to be received by August 27, 1964. The fourth requirement for the tender sale was:
The person whose tender is accepted shall be the purchaser and shall be informed of the acceptance of his tender by letter sent to him by post addressed to the address given in his tender.
The defendant made a tender in a letter that included the words:
...we agree that in the event of this offer being accepted in accordance with the above conditions...we will...complete the purchase in accordance with the said conditions.
The defendant made the highest tender and, during September 1964, there was some correspondence between the plaintiff’s surveyor and the defendant’s surveyor. On 15 September, the plaintiff’s surveyor wrote to the defendant’s surveyor:
The sale has now been approved by the Manchester Diocesan Council for Education...[The] diocesan registrar...has been instructed to obtain the approval of the Secretary of State for Education. As soon as this is given he will be getting in touch with...your client’s solicitors.
The approval of the Secretary of State was obtained on 18 November. On 23 December, the plaintiff’s solicitors wrote to the defendant’s solicitors to confirm the contract. On 5 January, the defendant’s solicitors replied that they could ‘not confirm that there is a binding contract in this matter’. On 7 January 1965, the plaintiff’s solicitors wrote to the defendant at the address given in the tender form and accepted the offer.
Held there was a contract. (I) The letter of 15 September 1964 was an acceptance even though it appeared not to comply with condition 4. Buckley J had two reasons for this decision, (i) A request by the defendant offeror for a certain method of acceptance would normally be construed as a request for that method or another which was as good. Per Buckley J: ‘If an offeror intends that he shall be bound only if his offer is accepted in some particular manner, it must be for him to make this clear ’ (ii) Condition 4 was introduced into the bargain by the plaintiff: ‘It would consequently be a term strict compliance with which the plaintiff could waive, provided the defendant was not adversely affected.’ (II) (1.3.2) In any case, the letter of 7 January 1965 was a valid acceptance in accordance with condition 4. The rule that an offer lapses if not accepted within a reasonable time is based on ‘thequestion...whether the offeree should be held to have refused the offer by his conduct’. Following the letter of 15 September 1964, it was clear that plaintiff had not refused the offer, so acceptance was still possible on 7 January.
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