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Facts[]

Felthouse negotiated to purchase a horse from his nephew. There was a mix-up with the price, as the uncle offered less than the nephew desired. The uncle gave a definite offer to the nephew in January, however no response was given, and no actions were performed as the horse remained in the possession of the nephew. In February the nephew sold all of his farm stock in an auction, and the horse, despite the nephew's instructions that it be reserved, was sold. Felthouse sued the auctioneer, Bindley, in conversion to recover the horse. Felthouse was successful at trial, receiving £33, which Bindley appealed.

Issue[]

  1. Paul Felthouse sued Mr Bindley in the tort of conversion, with it necessary to show that the horse was his property, in order to prove there was a valid contract. Mr Bindley argued there was no valid contract for the horse, since the nephew had not communicated his acceptance of the complainant’s offer. The issue in this case was whether silence or a failure to reject an offer amount to acceptance.

Decision[]

It was held that there was no contract for the horse between the complainant and his nephew. There had not been an acceptance of the offer; silence did not amount to acceptance and an obligation cannot be imposed by another. Any acceptance of an offer must be communicated clearly. Although the nephew had intended to sell the horse to the complainant and showed this interest, there was no contract of sale. Thus, the nephew’s failure to respond to the complainant did not amount to an acceptance of his offer.

Reasons[]

Willes, writing for a unanimous court, says that it is clear here that nothing had been done at the time of the auction to imply that the property had changed hands to the uncle, and the nephew had given no acceptance. Therefore, with no acceptance or implied acceptance through actions, the property remained that of the nephew at the time of the auction, and the uncle has no case against the auctioneer for selling goods that were not owned by the nephew. If the nephew wanted to enter into the contract he must have given clear indication of his acceptance, which he had failed to do.

Ratio[]

  • Acceptance cannot be assumed if there is no notification of acceptance, or implied acceptance through action present.
  • You cannot impose obligations on an unwilling party.
  • Silence does not amount to acceptance.
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