''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.

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

Facts

Judgment

See also

Notes