Can an offeror effectively revoke an offer to sell property before the stated deadline for acceptance has passed, and is notice of that revocation, received from a reliable third party rather than the offeror directly, sufficient to terminate the offeree's power to accept?

On June 10, 1874, John Dodds delivered a written note to George Dickinson offering to sell him certain houses for £800, adding that the offer would remain open until 9:00 a.m. on Friday, June 12. Dickinson wanted to accept but did not do so immediately, apparently intending to raise the money and formally accept before the stated deadline. On the afternoon of June 11, before the deadline had arrived, Dickinson's agent informed him that Dodds had already agreed to sell the same property to a third party, Thomas Allan, for £800.

Upon hearing this, Dickinson rushed to find Dodds that same evening, going to the home of Dodds's mother-in-law where Dodds was staying, and left a formal letter of acceptance, though Dodds never actually received it because his mother-in-law did not pass it along. Early the next morning, June 12, before the 9:00 a.m. deadline, Dickinson and his agent tracked Dodds down at a railway station and handed him duplicate copies of a document purporting to accept the June 10 offer. By that point, however, Dodds had already sold the property to Allan. Dickinson sued both Dodds and Allan, seeking specific performance of what he claimed was a binding contract for the sale of the houses to him.

Dickinson sued Dodds and Allan in the Chancery Division, seeking specific performance of the alleged contract for sale of the property. Vice-Chancellor Bacon ruled in Dickinson's favor and ordered specific performance, treating the June 10 note as an offer that remained open until the stated deadline and that Dickinson had validly accepted before that deadline passed. Dodds and Allan appealed to the Court of Appeal.

(James, L.J.)

No, the offer had already been effectively revoked before Dickinson attempted to accept it, so no binding contract was ever formed. A statement that an offer will remain open until a certain time is, without more, simply part of the offer itself; it does not create a separate, binding promise to keep the offer open unless the offeree gives some independent consideration for that promise. Because Dickinson gave nothing in exchange for Dodds's statement that the offer would stay open until Friday morning, Dodds remained free, as a matter of law, to change his mind and sell to someone else at any time before Dickinson actually accepted. Dodds's agreement to sell the property to Allan on June 11 was inconsistent with the offer to Dickinson remaining open, and once Dickinson had reliable knowledge of that fact, whether from Dodds personally or from a trustworthy third party, the offer was no longer capable of acceptance. It would make no practical sense to require an offeror to personally deliver the news of a sale to every disappointed would-be buyer before the revocation could take legal effect, when the offeree has already learned the same information from a source they have every reason to believe. Dickinson's agent, learning of the sale to Allan from a mutual acquaintance, was a source Dickinson trusted and acted upon immediately, rushing to try to accept before it was too late. Since Dickinson knew, before he ever delivered his purported acceptance, that Dodds no longer intended to sell him the property, there was nothing left for him to accept. A meeting of the minds cannot occur where one party already knows the other party has withdrawn.

### Majority (James, L.J.)

James, L.J. held that Dodds's note was a mere offer, revocable at will absent separate consideration for keeping it open, and that Dickinson's own knowledge of the sale to Allan, gained before his attempted acceptance, meant there was no longer any offer left for him to accept.

### Concurrence (Mellish, L.J.)

Mellish, L.J. agreed with the result, emphasizing that a promise to hold an offer open is unenforceable as a matter of contract law unless supported by consideration, since it is itself only a promise and, like any other unsupported promise, can be withdrawn. He further reasoned that once Dickinson knew, as a plain matter of fact, that Dodds intended to sell to Allan and no longer intended to sell to him, it would be absurd to hold that Dickinson could still turn that knowledge into a valid acceptance and force a sale Dodds had already made elsewhere.