Henthorn v Fraser

Henthorn v Fraser [1892] 2 Ch 27 is a decision of the Court of Appeal of England and Wales dealing with the postal rule in English law of contract formation.

Facts

The claimant received a note from the defendant with an offer to purchase a certain property within 14 days. The claimant responded to the offer with an acceptance posted the next day via mail. The defendant withdrew the offer before receiving the acceptance, but after the acceptance was posted.

Judgement

The Court of Appeal ordered that the claimant was entitled to specific performance. Lord Herschell argued: "Where the circumstances are such that it must have been within the contemplation of the parties that, according to ordinary usage of mankind, the post must be used as a means of communicating the acceptance of an offer, the acceptance is complete as soon as it is posted."

Significance

The case is based on a line of decision starting with Adams v Lindsell (1818), according to which the acceptance was valid at the time of posting. The importance of this decision's ratio is that a postal acceptance will only be valid at the time of posting if it is reasonable for the offeror to expect an acceptance by post. It follows that if an offer is brought by hand to a neighbour or sent by fax or telegram, the offeror expects an acceptance by comparable means.

See also