Raffles v. Wichelhaus
2 H. & C. 906, 159 Eng. Rep. 375 (Ex. 1864)
Cotton to arrive ex Peerless from Bombay, and two ships named Peerless
- In one lineEn una línea
- Where a term is latently ambiguous and the parties attach different meanings without either knowing of the other's, there is no mutual assent and no contract.Cuando un término es ambiguo de forma latente y las partes le dan significados distintos sin que ninguna conozca el de la otra, no hay asentimiento mutuo ni contrato.
- RuleRegla
- There is no manifestation of mutual assent where the parties attach materially different meanings to their expressions and neither party knows or has reason to know the meaning attached by the other (R.2d § 20(1)); where one party knows or has reason to know the other's meaning and the other does not, the contract is interpreted according to the innocent party's meaning (§ 201(2)).
- Why this case is herePor qué está aquí este caso
- The interpretation unit's starting point (Oct. 27, with R.2d §§ 201–204): when each party attaches a different meaning to an ambiguous term and neither knows or has reason to know of the other's meaning, there is no contract. R.2d § 20 restates it; § 201 supplies the tie-breaker when one party knows.
- Procedural posturePostura procesal
- Seller sued the buyer for refusing cotton that arrived on a December ship; the buyer pleaded that he meant a ship of the same name sailing in October; the court held the plea good.
Facts
The buyer agreed to buy cotton to arrive ex Peerless from Bombay. The seller shipped on a Peerless that sailed in December; the buyer claimed he meant a Peerless that sailed in October and refused the December cotton.
Procedural posture
The seller sued; the buyer’s plea of the misunderstanding was held good, so the seller lost.
Issue
Whether a contract existed when each party meant a different ship by the same words.
Holding
No. Parol evidence was admissible to show the latent ambiguity, and since the parties meant different ships, there was no consensus and no contract.
Reasoning
The written term was clear on its face but ambiguous when applied to the facts (two ships). The court allowed proof of each party’s meaning and, finding them different and equally plausible, held there was nothing to enforce.
Rule (own words)
If the words fit two things equally well and each side honestly meant a different one, nobody agreed to anything.
What-ifs
- The seller knew there were two ships and that the buyer meant the October one: the buyer’s meaning governs under § 201(2); contract for October cotton; shipping December cotton is a breach.
- Trade usage in the Liverpool cotton market treated ex Peerless as the first ship sailing: usage resolves the ambiguity against whoever should have known it.
- The buyer’s refusal was really about a price drop: still a defense if the misunderstanding was genuine; motive is irrelevant to assent.
Likely follow-upsRepreguntas probables
Why is this not simply the court picking the more reasonable meaning?
How does § 201 change the outcome in Frigaliment?
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 …”