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Raffles v. Wichelhaus (1864) 2 Hurl. & C. 906. 
CITATION[1864] EWHC Exch J1 
DATE OF JUDGMENTJanuary 20, 1864 
COURTExchequer of Pleas 
RESPONDENTMr. Wichelhaus 
BENCHChief Baron Sir Frederick Pollock, Baron Samuel Martin, Baron George Bramwell, Baron Charles Pigott


The key issue was on an agreement to sell 125 bales of cotton arriving in Liverpool from Bombay on a ship named “Peerless. “Two ships named “Peerless” sailed Bombay to Liverpool at different times. Raffles meant December “Peerless”, Wichelhaus expected October “Peerless”. December “Peerless” arrives, Raffles delivers, Wichelhaus refuses, claiming he expected October shipment.


  1. There was an agreement for the sale of 125 bales of Surat cotton. Cotton to arrive in Liverpool from Bombay on a ship named “Peerless”. Price, 17 ¼ pence per pound. 
  2. There were actually two ships named “Peerless” sailing from Bombay to Liverpool at the time.
  3. Mr. Raffles intended to sell cotton arriving on the “Peerless” that was due to arrive in December.
  4. Mr. Wichelhaus expected to buy cotton arriving on the “Peerless” that was due to arrive in October.
  5. Neither party clarified which specific “Peerless” they were referring to during the contract negotiation. 
  6. The December “Peerless” arrived with the cotton.
  7. Mr. Raffles attempted to deliver the cotton to Mr. Wichelhaus.
  8. Mr. Wichelhaus refused to accept the cotton, claiming he expected the October shipment.
  9. Mr. Raffles sued Mr. Wichelhaus for breach of contract.


  1. Whether the defendant should be bound by the agreement to buy the cotton of the appellant Peerless.


  1. Claimed a valid contract existed for the sale of the December “Peerless” cotton. He argued that his intention was clear throughout the negotiations and that Mr. Wichelhaus should have inquired further if he had any doubts about the specific ship.
  2. Emphasized the unambiguous language of the contract, which simply mentioned “Peerless” without specifying dates or arrival times. He argued that the burden of clarification lay with Mr. Wichelhaus if he had a different understanding. 
  3. Maintained that he was ready and willing to fulfill his part of the contract by delivering the December “Peerless” cotton. He sought payment from Mr. Wichelhaus for the agreed-upon price, claiming a breach of contract.


  1. Argued that a mutual mistake regarding the identity of the “Peerless” rendered the contract void. He insisted that his expectation was always the October “Peerless” shipment, based on his prior dealings and market knowledge at the time.
  2. Contended that the ambiguity of the contract term “Peerless” created a genuine misunderstanding about the subject matter. He argued that both parties were mistaken about the specific ship, making it impossible for a true “meeting of the minds” to occur.
  3. Denied any responsibility for clarifying the ambiguity, claiming that the onus was on Mr. Raffles to accurately specify the intended cotton shipment. He asserted that accepting the December “Peerless” cotton would have caused him significant financial losses due to pre-existing arrangements and market fluctuations.


The Court of Exchequer in Raffles v. Wichelhaus ruled in favor of the defendant, Mr. Wichelhaus, finding the contract void due to a mutual mistake about the identity of the ship carrying the cotton. The court acknowledged the existence of a “latent ambiguity” regarding the term “Peerless” in the contract. Since both parties held a different, undisclosed understanding of the specific ship, a genuine mistake existed about a vital term of the agreement.

Due to the ambiguity, the court concluded that there was no true “meeting of the minds” between Raffles and Wichelhaus on the essential subject matter of the contract, the specific cotton shipment. The court declared the contract void for lack of consensus ad idem (meaning of minds) and therefore unenforceable due to the fundamental mistake on a key term. 


This case continues to be a prominent example of the challenges surrounding ambiguity in contracts and its impact on enforceability. It underscores the importance of precise language, clarification, and mutual understanding to ensure valid and enforceable agreements.


In conclusion, the judgment in Raffles v. Wichelhaus established a significant precedent in contract law, highlighting the importance of clear communication and precise language in agreements. It emphasizes the concept of mutual mistake and its potential to void contracts even in the absence of deliberate misrepresentation. This case remains a cornerstone of contract law discussions regarding ambiguity, interpretation, and the meeting of minds, influencing judicial decisions and legal scholarship across various jurisdictions. 


  1. https://www.studocu.com/row/document/university-of-ghana/law-of-contract/raffles-v-wichelhaus-case-briefs/64518483
  2. https://vlex.co.uk/vid/raffles-v-wichelhaus-and-802894949
  3. https://www.legum.app/courses/law-of-contract/cases/case-briefs/GmyTWknbYfhxeiHpZHc2
  4. https://ipsaloquitur.com/contract-law/cases/raffles-v-wichelhaus/
  5. https://www.lawteacher.net/cases/raffles-v-wichelhaus.php

This Article is written by Abraham Mutazu, law student at Lovely Professional University ; Intern at Legal Vidhiya.

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