Dickinson v. Dodds
2 Ch. D. 463 (C.A. 1876)
An offer held open until Friday, sold to someone else on Thursday
- In one lineEn una línea
- A promise to hold an offer open is revocable without consideration, and reliable knowledge that the offeror has sold to another revokes the offer.La promesa de mantener abierta una oferta es revocable sin consideration, y saber de fuente confiable que el oferente vendió a otro revoca la oferta.
- RuleRegla
- An offer, even one stated to remain open until a certain time, may be revoked at any time before acceptance unless the offeree gave consideration for the promise to hold it open; revocation is effective when the offeree receives, from any reliable source, information that the offeror has taken action inconsistent with the offer.
- Why this case is herePor qué está aquí este caso
- The revocation case for Sept. 15: a promise to keep an offer open is itself unenforceable without consideration, so the offeror may revoke before the deadline, and learning reliably that the property has been sold to another is an effective revocation even without a direct communication. R.2d §§ 42–43 codify it.
- Procedural posturePostura procesal
- Buyer sued for specific performance after learning the seller had sold to a third party before the stated deadline; the Vice-Chancellor decreed specific performance; the Court of Appeal reversed and dismissed.
Facts
Dodds delivered a written offer to sell houses to Dickinson for £800, with a postscript that the offer was to be left over until Friday at 9 a.m. On Thursday afternoon Dickinson decided to accept but did not say so at once. That evening he learned from Berry, who had been helping him, that Dodds had been negotiating or had agreed to sell to Allan. Dickinson then left a written acceptance at Dodds’s house, and the next morning before 9 handed him another copy; Dodds said he had already sold.
Procedural posture
Dickinson sued for specific performance against Dodds and Allan; the Vice-Chancellor granted it; the Court of Appeal reversed and dismissed.
Issue
Whether Dodds could revoke before Friday, and whether the offer was revoked by Dickinson’s learning of the sale to Allan.
Holding
Yes to both. The promise to hold the offer open was not binding for want of consideration, and once Dickinson knew Dodds had sold to Allan, there was no longer any offer for him to accept.
Reasoning
There was no contract until acceptance, and the postscript was only a statement of intention not to withdraw, which Dodds was free to change. A formal notice of withdrawal is unnecessary where the offeree actually knows the offeror has changed his mind; one cannot accept an offer one knows is gone.
Rule (own words)
Unless you paid to keep it open, an offer is open only while the offeror says so, and knowing he sold to someone else is being told.
What-ifs
- Dickinson paid £1 for the promise to hold until Friday: option contract; the sale to Allan would be a breach, and specific performance against Dodds (and perhaps Allan with notice) could follow.
- Dickinson accepted Thursday morning before any sale: contract formed; later sale breaches it.
- Berry’s information was a rumor from a stranger: not reliable; the offer may still stand.
Likely follow-upsRepreguntas probables
Dodds promised to hold the offer until Friday. Why was he not bound?
Dodds never told Dickinson he revoked. How was the offer revoked?
Mexican comparison?
Say the answer out loud before revealing each part. Rate yourself honestly; the case comes back sooner when you miss.Di la respuesta en voz alta antes de revelar cada parte. Califícate con honestidad; el caso vuelve antes si fallas.
Panic kit: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”Kit de pánico: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”