''Spencer v Harding'' (1870) LR 5 CP 561 is an
English contract law
English contract law is the body of law that regulates legally binding agreements in England and Wales. With its roots in the lex mercatoria and the activism of the judiciary during the industrial revolution, it shares a heritage with countries ...
case concerning the requirements of
offer and acceptance
Offer and acceptance are generally recognised as essential requirements for the formation of a contract, and analysis of their operation is a traditional approach in contract law. The offer and acceptance formula, developed in the 19th century, id ...
in the formation of a
contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to tran ...
. The case established that an offer inviting
tenders to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that stock, but rather amounted to an
invitation to treat
An invitation to treat (or invitation to bargain in the United States) is a concept within contract law which comes from the Latin phrase ''invitatio ad offerendum'', meaning "inviting an offer". According to Professor Andrew Burrows, an invitat ...
.
Facts
The Defendants sent out a circular containing the following wording:
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a tender to the Defendants which, following the submission of all tenders, was the highest tender. The Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender and attending all the necessary meetings, accepted that offer.
Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as "and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an
offer to the world.
Keating J and Montague Smith J concurred.
See also
*
Contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to tran ...
*
Offer and acceptance
Offer and acceptance are generally recognised as essential requirements for the formation of a contract, and analysis of their operation is a traditional approach in contract law. The offer and acceptance formula, developed in the 19th century, id ...
*
Invitation to treat
An invitation to treat (or invitation to bargain in the United States) is a concept within contract law which comes from the Latin phrase ''invitatio ad offerendum'', meaning "inviting an offer". According to Professor Andrew Burrows, an invitat ...
*''
Carlill v Carbolic Smoke Ball Company
''Carlill v Carbolic Smoke Ball Company'' 892EWCA Civ 1is an English contract law decision by the English Court of Appeal">Court of Appeal, which held an advertisement containing certain terms to get a reward constituted a binding unilateral of ...
'' (for an instance of an offer to the world)
*''
Partridge v Crittenden
''Partridge v Crittenden'' 9681 WLR 1204 is an English case, which was heard by the Divisional Court of the Queen's Bench Division of the High Court of England and Wales on appeal from Chester magistrates' court, and is well known (amongst othe ...
'' (for an instance of an advertisement as an invitation to treat)
*''
Blackpool & Fylde Aero Club v Blackpool Borough Council'' (offer for tenders binding if accompanied by
collateral contract
A collateral contract is usually a single term contract, made in consideration of the party for whose benefit the contract operates agreeing to enter into the principal or main contract, which sets out additional terms relating to the same subj ...
)
Notes
{{Reflist
1869 in case law
1869 in British law
Court of Common Pleas (England) cases
English agreement case law
United Kingdom company case law