BROGDEN v METROPOLITAN RAILWAY CO (1877) - OFFER & ACCEPTANCE: Communication of Acceptance


Acceptance by conduct'

Brogden had suggested that the Railway Company should enter into a formal contract for the supply and purchase of coal. The Company sent terms of agreement. Brogden added the name of an arbitrator to settle any differences, before writing 'approved' and signing the document. The agreement was returned to the Company's manager, who put it in his desk. The manager then ordered and received coal on the basis of the arrangements in this document. When disputes arose, Brogden denied that there was any binding contract.

Held: By inserting the name of an arbitrator, Brogden had rejected the offer and made a counter-offer. This counter-offer had been accepted by the Company when it ordered and had taken delivery of coal upon the terms of the agreement. There had therefore been acceptance by conduct.

(p. 38)

LORD BLACKBURN: I have always believed the law to be this, that when an offer is made to another party, and in that offer there is a request express or implied that he must signify his acceptance by doing some particular thing, then as soon as he does that thing, he is bound.


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