Revocation of offer in English law

The law of contract rests upon agreement. Before any binding contract can arise, one party must make an offer and the other must accept it. However, between the making of an offer and its acceptance lies a critical window during which the offeror may change their mind. The legal rules governing this withdrawal – known as revocation – have developed over more than a century of case law and remain essential to understanding English contract formation today.

This article examines the doctrine of revocation of offer in English law. It traces the historical development of the key principles, analyses the leading cases, and considers the current state of the law. It also addresses certain persistent difficulties, including revocation of unilateral offers, the role of third-party communication, and the tension between the common law position and commercial expectations.

The general rule: freedom to revoke

The foundational principle

English law adopts a clear starting position. An offeror may revoke an offer at any time before the offeree has accepted it. This principle reflects the consensual nature of contract: until both parties have agreed, neither is bound. The rule applies even where the offeror has expressly promised to keep the offer open for a stated period, unless that promise is itself supported by separate consideration.

This position has attracted criticism over the years. Nevertheless, it remains firmly established. As Halsbury’s Laws of England confirms, “an offer may generally be revoked at any time before it has been accepted, provided that the revocation is communicated to the offeree” (LexisNexis, 2025). The rule thus contains two elements: the right to revoke and the requirement of communication.

The rationale

The underlying logic is straightforward. A bare promise to hold an offer open lacks contractual force because it is gratuitous. English law, unlike some civilian systems, does not enforce promises without consideration. Therefore, a statement such as “this offer remains open until Friday” amounts to no more than a declaration of present intention. The offeror remains free to change that intention at any point before acceptance (McKendrick, 2024).

Communication of revocation

The requirement of actual notice

A revocation takes effect only when it reaches the offeree. An uncommunicated change of mind, however genuine, carries no legal weight. The leading authority on this point is Byrne v Van Tienhoven (1880) 5 CPD 344.

In that case, the defendants posted an offer on 1 October from Cardiff to the plaintiffs in New York. The plaintiffs received the offer on 11 October and immediately accepted by telegram. Meanwhile, on 8 October, the defendants posted a letter revoking the offer. That revocation did not arrive until 20 October. The question was whether the revocation took effect when posted or when received.

Lindley J held that the revocation was ineffective until actually communicated. He stated plainly that “an uncommunicated revocation is for all practical purposes and in point of law no revocation at all.” The postal rule, which treats acceptance as effective upon posting, does not apply to revocations. This asymmetry is deliberate. It protects the offeree, who may have relied on the offer and who cannot reasonably be expected to guard against a withdrawal they know nothing about (Byrne v Van Tienhoven, 1880).

Revocation through a third party

A more controversial question arises where the offeree learns of the revocation not from the offeror directly, but from a reliable third party. The leading case here is Dickinson v Dodds (1876) 2 Ch D 463.

On 10 June 1874, Dodds offered to sell property to Dickinson for £800. The written offer stated it would remain open until 9:00 am on 12 June. However, on 11 June, a mutual acquaintance named Berry informed Dickinson that Dodds had already agreed to sell the property to another buyer, Allan. Despite this knowledge, Dickinson attempted to deliver a formal acceptance at 7:00 am on 12 June. Dodds refused it.

The Court of Appeal held that no contract had been formed. The court reached this conclusion on two grounds. First, the promise to keep the offer open was not binding because Dickinson had provided no consideration for it. Second, and more significantly, the revocation was effective even though it came through Berry rather than Dodds personally. What mattered was that Dickinson had actual knowledge that Dodds no longer intended to sell to him. James LJ explained that it would be nonsensical to allow someone to “snap up” an offer they already knew had been withdrawn.

This principle – that communication of revocation need not come directly from the offeror – remains good law. However, the information must come from a reliable source. Mere rumour or speculation would arguably be insufficient (Lawctopus, 2025; McKendrick, 2024).

The problem of firm offers

No binding effect without consideration

The decision in Dickinson v Dodds also confirmed that a promise to keep an offer open for a specified time is unenforceable at common law unless supported by consideration. This is the so-called “firm offer” problem. In commercial practice, parties frequently state that an offer will remain open until a particular date. Yet English law treats such statements as revocable at will.

This creates a real difficulty. A business might invest time and money evaluating a supposedly firm offer, only to discover that the offeror has withdrawn it prematurely. The common law offers no remedy in such circumstances, because the promise to keep the offer open is a bare undertaking unsupported by any reciprocal obligation.

Option contracts as a solution

The established solution is the option contract. Where the offeree provides consideration – typically a payment – in exchange for the offeror’s promise to hold the offer open, that promise becomes a binding contract in its own right. The offeror cannot then revoke within the agreed period without breaching the option agreement.

Option contracts are common in property transactions, share dealings, and commercial negotiations. They represent a practical workaround, but they require the parties to have specifically turned their minds to the issue. Many everyday offers are not supported by any such arrangement (Chen-Wishart, 2023).

Statutory and equitable modifications

Certain statutory provisions modify the strict common law position. For example, under the Consumer Rights Act 2015, specific protections apply to consumer contracts. Additionally, in the context of tenders and procurement, there are situations where an implied obligation to consider conforming tenders may limit the freedom to revoke.

Furthermore, the Law Commission has periodically considered whether English law should adopt a rule – similar to that found in the American Uniform Commercial Code, § 2-205 – making firm offers by merchants binding without consideration. To date, however, no such reform has been enacted (Law Commission, 1975).

Revocation and unilateral contracts

The particular difficulty

Unilateral contracts pose a distinct challenge. In a bilateral contract, acceptance occurs through a return promise. The moment of acceptance is usually identifiable. But in a unilateral contract – where the offeror promises something in return for the performance of an act – the offeree accepts by completing the requested act, not by promising to do so.

The difficulty is obvious. Suppose an offeror promises £100 to anyone who walks from London to York. Can the offeror revoke the offer after a walker has reached Nottingham? Strict application of the general rule would permit this, since the act of acceptance (completing the walk) is not yet finished. Yet such a result seems deeply unjust.

Errington v Errington and Woods

The leading modern authority is Errington v Errington and Woods [1952] 1 KB 290. A father bought a house with a mortgage and told his son and daughter-in-law that the house would be theirs if they paid all the mortgage instalments. They began making the payments but had not yet completed them when the father died. His widow, as personal representative, sought possession of the house.

Denning LJ held that the father’s promise amounted to a unilateral offer. Crucially, he stated that once the couple had started performing the requested act – paying the instalments – the offer could not be revoked. The offeror’s promise became binding as soon as performance commenced, provided the offeree continued to perform.

This principle, though not without its critics, has been widely accepted. It operates as a practical limitation on the offeror’s general right to revoke and prevents the obvious unfairness that would otherwise arise (Errington v Errington, 1952).

Academic debate

Scholars have debated the precise doctrinal basis for this limitation. Some argue it rests on an implied subsidiary contract: once performance begins, the offeror impliedly promises not to revoke in exchange for the offeree’s continued performance. Others prefer an estoppel-based analysis. Treitel, in his influential treatise, suggested that the most satisfactory explanation lies in treating the commencement of performance as generating a conditional obligation on the part of the offeror – an obligation conditional on the offeree’s completing performance (Peel, 2024).

Regardless of the theoretical underpinning, the practical result is settled. An offeror generally cannot revoke a unilateral offer once the offeree has embarked upon substantial performance of the requested act.

Method and timing of revocation

No prescribed form

English law imposes no formal requirements on the method of revocation. A revocation may be oral, written, or even implied by conduct. What matters is that the offeree actually knows the offer has been withdrawn. Therefore, the offeror bears the practical burden of ensuring the revocation reaches the offeree before any acceptance is dispatched or, in the case of instantaneous communications, before it is received.

Revocation and modern communications

The rise of electronic communications has introduced new complexities. Where parties deal by email, the question of when a revocation is “communicated” requires careful analysis. The general approach, following Entores Ltd v Miles Far East Corporation [1955] 2 QB 327 and Brinkibon Ltd v Stahag Stahl [1983] 2 AC 34, treats instantaneous communications as effective upon receipt. A revocation sent by email therefore takes effect when it reaches the offeree’s inbox, not when it is read.

However, the position is less clear where automated systems or out-of-office replies are involved. The courts have not yet fully addressed all permutations arising from digital communication. Academic commentary suggests that the existing principles are sufficiently flexible to accommodate modern technology, but borderline cases will inevitably arise (McKendrick, 2024).

The postal rule does not apply

As established in Byrne v Van Tienhoven, the postal rule – which deems an acceptance effective upon posting – does not extend to revocations. A posted revocation takes effect only upon delivery. This asymmetry can produce surprising results. An offeree who posts an acceptance before receiving a posted revocation will have formed a binding contract, even though the offeror posted the revocation first.

This rule operates as a protective mechanism. It ensures that an offeree who reasonably relies on an offer and dispatches an acceptance is not defeated by a revocation they could not possibly have known about. The logic is sound, even if the practical outcomes occasionally seem arbitrary (Poole, 2024).

Revocation in the context of tenders

General position

The submission of a tender in response to an invitation to tender is ordinarily treated as an offer. The party inviting tenders is free to accept or reject any submission. Moreover, there is generally no obligation even to consider a tender once submitted.

However, certain exceptions have developed. In Blackpool and Fylde Aero Club Ltd v Blackpool Borough Council [1990] 1 WLR 1195, the Court of Appeal held that where a party solicits tenders through a formal process, there may be an implied contractual obligation to consider conforming tenders submitted before the deadline. This does not prevent the invitor from ultimately rejecting the tender, but it does constrain the process.

Practical implications

This line of authority has implications for revocation. If a tenderer wishes to withdraw a submitted tender before acceptance, they must communicate the revocation to the inviting party. The general rules apply. However, in public procurement contexts, statutory rules and regulations may impose additional requirements, including prescribed time limits for the validity of tenders (Poole, 2024).

Comparative perspective

It is worth noting, briefly, that the English position on firm offers differs markedly from many other legal systems. Under Article 16(2) of the United Nations Convention on Contracts for the International Sale of Goods (CISG), an offer cannot be revoked if it indicates a fixed time for acceptance or if the offeree reasonably relied on the offer being irrevocable. Similarly, many European civil codes protect firm offers without requiring consideration.

The English rule, by contrast, prioritises doctrinal consistency – specifically, the requirement of consideration – over commercial convenience. Whether this represents a strength or a weakness depends largely on one’s perspective. Practitioners have long managed the issue through option agreements, so the practical consequences may be less severe than the theoretical objection suggests (Chen-Wishart, 2023).

Conclusion

The law governing revocation of offers in England is, in its essentials, well settled. An offeror may revoke at any time before acceptance, provided the revocation is communicated to the offeree. Communication may come from a reliable third party. A promise to keep an offer open is unenforceable without consideration unless embodied in a separate option contract. And in the case of unilateral contracts, revocation is impermissible once the offeree has begun substantial performance of the requested act.

These principles, developed through landmark decisions such as Byrne v Van Tienhoven, Dickinson v Dodds, and Errington v Errington, continue to govern modern contract formation. They balance the offeror’s freedom to withdraw against the offeree’s reasonable expectations, though not always perfectly. The firm offer problem remains a notable gap in the common law armoury. Nevertheless, the existing framework has proved remarkably durable and adaptable, serving the needs of commercial and private parties alike for well over a century.

See also: Revocation of offer cases

References and further reading

• Byrne v Van Tienhoven (1880) 5 CPD 344.
• Blackpool and Fylde Aero Club Ltd v Blackpool Borough Council [1990] 1 WLR 1195.
• Brinkibon Ltd v Stahag Stahl und Stahlwarenhandelsgesellschaft mbH [1983] 2 AC 34.
• Chen-Wishart, M. (2023) Contract Law. 7th edn. Oxford: Oxford University Press.
• Dickinson v Dodds (1876) 2 Ch D 463.
• Entores Ltd v Miles Far East Corporation [1955] 2 QB 327.
• Errington v Errington and Woods [1952] 1 KB 290.
• Law Commission (1975) Working Paper No. 60: Firm Offers. London: HMSO.
• LexisNexis (2025) ‘Revocation by offeror’, Halsbury’s Laws of England, Volume 22: Contract. Available at: https://www.lexisnexis.co.uk/legal/commentary/halsburys-laws-of-england/contract/45-revocation-by-offeror (Accessed: 18 March 2026).
• Malviya, K. (2025) ‘Dickinson v Dodds: Revocation of an Offer under Contract Law’, Lawctopus. Available at: https://www.lawctopus.com/clatalogue/clat-ug/dickinson-v-dodds-revocation-of-an-offer/ (Accessed: 18 March 2026).
• McCamus, J.D. (2020) The Law of Contracts. 3rd edn. Toronto: Irwin Law. Available at: https://ca.vlex.com/vid/revocation-of-the-offer-683505865 (Accessed: 18 March 2026).
• McKendrick, E. (2024) Contract Law: Text, Cases, and Materials. 10th edn. Oxford: Oxford University Press.
• Peel, E. (2024) Treitel on the Law of Contract. 16th edn. London: Sweet & Maxwell.
• Poole, J. (2024) Textbook on Contract Law. 16th edn. Oxford: Oxford University Press.
• Wedderburn, K.W. (1963) ‘Contract – Intention – Revocation of Offer’, The Cambridge Law Journal, 21(1), pp. 24–28. Available at: https://www.cambridge.org/core/journals/cambridge-law-journal/article/abs/contractintentionrevocation-of-offer/D68C8001D927122DC31B828AAAE4B0B4 (Accessed: 18 March 2026).