Felthouse v Bindley (1862) 11 CB (NS) 869

Felthouse v Bindley (1862) 11 CB (NS) 869 is a seminal English contract law case that addresses the principle that silence does not constitute acceptance of an offer.

Facts

Paul Felthouse, the plaintiff, engaged in negotiations with his nephew, John Felthouse, regarding the purchase of a horse. Following their discussions, Paul wrote to John on 2 January 1862, stating, “If I hear no more about him, I consider the horse mine at £30 15s.” John did not reply to this letter. Subsequently, John instructed the defendant, William Bindley, an auctioneer, to exclude the horse from an upcoming auction, noting that it had already been sold. However, due to an oversight, Bindley sold the horse at the auction. Paul Felthouse then sued Bindley for conversion, asserting that he owned the horse at the time of the sale.

Issues

1. Was there a valid contract between Paul Felthouse and his nephew for the sale of the horse?​
2. Did the nephew’s silence amount to acceptance of Paul’s offer?​
3. Could Paul claim ownership of the horse and thus sue Bindley for conversion?​

Judgment

The Court of Common Pleas held that there was no valid contract between Paul Felthouse and his nephew. The court emphasised that acceptance must be communicated explicitly; silence cannot be deemed acceptance. Justice Willes stated, “It is clear that the uncle had no right to impose upon the nephew a sale of his horse for £30 15s unless he chose to comply with the condition of writing to repudiate the offer.” Since the nephew had not communicated his acceptance before the auction, the horse remained his property, and Paul Felthouse had no grounds to claim conversion against Bindley.​

Ratio Decidendi

Acceptance of an offer must be communicated clearly and cannot be inferred from silence alone. An offeror cannot impose a contract on an offeree by stipulating that silence will be taken as acceptance.​

Obiter Dicta

While the primary focus was on the necessity of communicated acceptance, the court also noted that the nephew’s intention to sell the horse to his uncle was evident but legally insufficient without explicit communication.

Full text: https://www.bailii.org/ew/cases/EWHC/CP/1862/J35.html

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