Can an offeree form a binding contract by accepting an offer to sell property, despite a promise to hold the offer open for a set time, after learning that the offeror has sold the property to a third party?

On June 10, 1874, John Dodds signed a memorandum stating he agreed to sell his dwelling-houses, garden ground, stabling, and outbuildings at Croft to George Dickinson for \u00a3800. A postscript stated the offer was to be left over until Friday, June 12, 1874, at 9 o'clock A.M. Dickinson decided on Thursday morning, June 11, to accept but did not immediately tell Dodds, believing he had until Friday at 9 A.M. That afternoon, Dickinson learned from Mr. Berry that Dodds had been offering or agreeing to sell the property to Thomas Allan. That evening Dickinson left a written acceptance with Dodds's mother-in-law, Mrs. Burgess, which never reached Dodds. On Friday morning, Dickinson's agent Berry and then Dickinson himself tried to hand Dodds duplicate acceptances at the Darlington railway station. Dodds refused, stating it was too late because he had sold the property. On Thursday, June 11, Dodds had signed a formal contract to sell the property to Allan for \u00a3800 and received a \u00a340 deposit.

Dickinson filed a bill in Chancery seeking specific performance of the June 10, 1874 agreement, an injunction restraining Dodds from conveying to Allan and Allan from taking a conveyance, a declaration that Allan would hold any conveyed property in trust for Dickinson, and damages. The cause was heard before Vice-Chancellor Bacon on January 25, 1876. The case was then heard on appeal before the Court of Appeal in Chancery, where Dickinson's claim was rejected.

(James, L.J.)

No. Dickinson never formed a binding contract with Dodds. The June 10 document, although worded \"I hereby agree to sell,\" was only an offer, as the postscript itself called it an offer and Dickinson himself needed time to consider it. Until acceptance by both parties, neither party is bound.\n\nDodds's promise to keep the offer open until Friday at 9 A.M. was unsupported by consideration. It was a mere nudum pactum and not binding at law or in equity. Dodds was therefore free to withdraw the offer at any moment before a complete acceptance.\n\nThe law requires no express, formal retractation of an offer. A contract requires that two minds be at one at the same moment, meaning the offer must still be continuing when it is accepted. Here, Dickinson learned through Berry that Dodds had sold or was selling the property to Allan, so he knew as clearly as if told directly that Dodds no longer intended to sell to him. Dodds's sale to Allan on Thursday ended the offer, and Dickinson's later attempts at acceptance came too late.\n\nThe situation is analogous to the death of an offeror, after which an offer cannot be accepted because performance becomes impossible. Once the offeree knows the property has been sold to another, the offer cannot be accepted, and there was no concurrence of minds. Even if a contract had existed, the sale to Allan came first in time.

Concurrence (Mellish, L.J.)\nThe June 10 document was only an offer despite its wording as an agreement, since neither party is bound until both are. Dodds's promise to hold the offer open until Friday was a nudum pactum and did not bind him at law or in equity, so he could sell to Allan on Thursday. Once Dickinson learned that the property had been sold to another, he could not accept the offer, just as an offer cannot be accepted after the offeror's death, because the property's sale makes performance impossible and shows the offeror's mind has changed. No binding contract existed between Dodds and Dickinson, so priority between competing contracts need not be considered.