Dickinson v. Dodds

2 Ch. D. 463 · Court of Appeal, Chancery Division (England) · 1876

Contracts Assigned in 15 casebooks

Case brief summary

Rule

A promise to keep an offer open isn't binding unless the other person paid or gave something for it. If you learn the seller already sold to someone else, you can't accept the original offer.

Facts

Dodds offered to sell property to Dickinson, promising to hold the offer until Friday morning. He then sold it to Allan instead. Dickinson heard about this before accepting, but tried to accept anyway.

Procedural history

Dickinson sued to force Dodds to sell him the property and stop the sale to Allan. The trial judge ruled for Dickinson. Dodds and Allan appealed.

Issue

Was Dodds's signed document a binding agreement to sell, or just an offer that could be withdrawn, and could Dickinson still accept it after learning Dodds had already sold the property to someone else?

Holding

The Court of Appeal reversed the trial court, ruling that the document was only an offer, not a binding contract, and that Dickinson could not accept it once he knew Dodds had already sold the property to Allan.

Reasoning

The promise to keep the offer open wasn't binding since Dickinson gave nothing for it. Because Dickinson knew Dodds had already sold to someone else, there was no real agreement between them.

Opinions

Majority (James, L.J.): The document was only an offer, not a binding contract, and Dickinson could not accept it once he knew Dodds had sold the property to Allan.

Concurrences (Mellish, L.J. and Baggallay, J.A.): Agreed the offer was not binding to stay open, and that knowledge of the sale to Allan made later acceptance impossible.

Test yourself

Question 1 of 5

How did Dickinson first learn that Dodds might no longer intend to sell him the property?

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What were the terms of the document Dodds signed on June 10, 1874, and what did the postscript add?
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