Wolf and Wolf v Forfar Potato Co (1984 S.L.T. 100) is a

leading case Landmark court decisions, in present-day common law legal systems, establish precedents that determine a significant new legal principle or concept, or otherwise substantially affect the interpretation of existing law. "Leading case" is commonly ...

in Scots

contract law 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 ...

. It deals with

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 ...

, more specifically with the effects a counter offer has on the existence of a contract. The case itself concerns the possible sale of

potato The potato is a starchy food, a tuber of the plant ''Solanum tuberosum'' and is a root vegetable native to the Americas. The plant is a perennial in the nightshade family Solanaceae. Wild potato species can be found from the southern Unit ...

es by a

Forfar Forfar ( sco, Farfar, gd, Baile Fharfair) is the county town of Angus, Scotland and the administrative centre for Angus Council, with a new multi-million pound office complex located on the outskirts of the town. As of 2021, the town has a pop ...

potato merchant to an international potato merchant in

Amsterdam Amsterdam ( , , , lit. ''The Dam on the River Amstel'') is the capital and most populous city of the Netherlands, with The Hague being the seat of government. It has a population of 907,976 within the city proper, 1,558,755 in the urban ar ...

, on 29 November 1977. The Forfar merchant

telex The telex network is a station-to-station switched network of teleprinters similar to a telephone network, using telegraph-grade connecting circuits for two-way text-based messages. Telex was a major method of sending written messages electroni ...

ed an offer (open for acceptance till 17.00 hrs., 30 November 1977) to sell potatoes to the international merchant, subject to certain conditions regarding delivery dates and sizes. By telex dated 30 November 1977, the international merchant purported to accept the offer, subject to certain additional conditions. Following a telephone conversation between the parties to clarify the position, the international merchant by further telex dated 30 November 1977, sent within the time-limit, again purported to accept the original offer but requested that their conditions telexed in their first telex, should be given consideration. The Forfar merchant did not supply the potatoes and was sued for damages. The question arose as to whether there was a valid contract with consensus in idem ever constituted between the parties. The sheriff after a proof before answer, held that #there was no contract between the parties, and #the pursuers failed to prove any loss. The pursuers appealed to the Court of Session where it was held that on the making of a qualified acceptance and counter-offer, the original offer falls and that on the failure to obtain the terms requested in the counter-offer, the party cannot fall back on and accept the original offer.

References

United Kingdom contract case law 1984 in Scotland Court of Session cases 1984 in United Kingdom case law {{Scotland-law-stub