DICKINSON V. DODDS [1876]

FACTS OF THE CASE

John Dodds sent George Dickinson a written memorandum on Wednesday, June 10, 1874, proposing to sell his home for £800. This offer was open for acceptance until 9:00 AM on Friday, June 12, 1874.

George Dickinson decided to accept Dodds’ offer on Thursday morning, June 11, 1874, but he held off telling Dodds since he thought he had time until 9:00 AM on Friday.

On June 11, 1874, in the late afternoon, George Dickinson was told by Mr. Berry, who was acting as his agent, that Dodds had consented to sell his property to a person named Thomas Allan.

On the evening of June 11, 1874, George Dickinson gave Dodds’ mother-in-law a formal written acceptance of Dodds’ offer. Sadly, she forgot to give it to Dodds, so he never received notice of Dickinson’s acceptance.

On June 12, 1874, Mr. Berry discovered Dodds at a train station and gave him a duplicate of the George Dickinson acceptance. Dodds told Berry that he couldn’t accept the offer since it was too late.

Once more, Dodds informed George Dickinson that it was too late because he had already sold the property to Thomas Allan on June 11, 1874, for £800 and had received a deposit of £40 from him. This occurred a short while later.

In response to these occurrences, George Dickinson sued John Dodds for specific performance. Dodds appealed the trial court’s decision to support Dickinson.

ISSUES: 

1. Was Mr John Dodds promise to keep the offer open until 9:00 a.m. of 12th June a binding contract?
2. Was the letter an offer or anything more?
3. Was Mr John Dodds allowed to revoke the offer and allowed to sell the house to a third party?

ARGUMENTS

Plaintiff’s Arguments:  

1. The memorandum dated June 10, 1874, is a written agreement and complies with the Statute of Frauds, even though it is signed only by the seller (vendor). It is legally effective as an agreement to sell the property.
2. If the memorandum were considered an offer, it should be noted that an offer, when accepted before withdrawal, becomes a binding agreement. This principle is supported by legal precedents such as Beuss v. Pickslay and Warner v. Willington.
3. According to Kennedy v. Lee, if a person communicates their acceptance of an offer within a reasonable time after the request was made, and no changes to the terms of the proposal have occurred during this time, the acceptance is considered simultaneous with the offer, forming a valid agreement. This acceptance can even relate to the date of the original offer. 
4. Adams v. Lindsell further illustrates that accepting an offer by letter is valid. In this case, despite a misdirected letter, the acceptance was immediate upon receiving the letter, and the contract was upheld.
5. The ruling in Adams v. Lindsell was upheld by the House of Lords in Dunlop v. Higgins, confirming that a contract that can be accepted by letter is considered complete when the acceptance letter is posted. Leaving a notice at Dodds’ residence is equivalent to a postman delivering a letter.
6. Allan is deemed a necessary party, as per Potter v. Sanders. If Allan has received a conveyance of the legal estate, the court can decree specific performance against him.

Defendant’s Arguments:

1. The bill primarily characterises the June 10, 1874 memorandum as an offer. In this context, it’s essential to note that until an offer is accepted, either party has the legal right to withdraw or retract the bid. This principle is supported by legal authorities such as Cooke v. Oxley and references in Benjamin on Sales.
2. Once John Dodds retracted his offer by selling the property to Thomas Allan, the offer ceased to be open. Dodds, having the option to retract, chose to exercise that right. This aligns with legal precedents like Humphries v. Carvalho and principles outlined in Pollock on Contracts and Boutledge v. Grant.
3. In the case of a contract signed by only one party, as articulated by Sir T. Plumer, M.R., in Martin v. Mitchell, the issue of mutuality arises. The agreement may need more mutuality if one party can renounce or terminate the contract while the other does not. 
4. As discussed in Fry on Specific Performance, the distinctions between an offer and an agreement concerning land binding were highlighted in Meynell v. Surtees. Regarding the postscript, it’s essential to recognise that it is voluntary and lacks consideration. In legal terms, such a postscript is considered a “nudum pactum,” which means an agreement without legal force or a mere promise.

JUDGEMENT

James LJ: Since Dodds did not provide any consideration to make the offer to sell binding, it cannot be said to have been a binding offer. He was free to withdraw the offer before it was accepted, and it was unnecessary to be explicit as long as Dickinson understood that the seller was “no longer minded to sell” the item to him. In this instance, it was so. The moment of acceptance must involve a convergence of minds, which did not occur in this case. 

Mellish LJ: If an offer is not accepted, it may be withdrawn at any moment. This is useful for business because it permits persons to sell without being constrained, which would happen if an offer were binding.

REFERENCES

Dickinson v Dodds [1876] UKLawRpCh 150; (1875-1876) 2 ChD 463 (1 April 1876) (commonlii.org)

Dickinson v/s Dodds (1876, 2 Ch D 463): Case Analysis (legalserviceindia.com)

This Article is written by Anushka Raghunandan of Symbiosis Law School Hyderabad, an Intern at Legal Vidhiya.

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