Receipt Rule CASES

In English law, the receipt rule governs communication of acceptance in contractual agreements, stating that acceptance becomes effective only when received and understood by the offeror.

Definition and Principles

Unlike the postal rule, the receipt rule applies to instantaneous communication methods, such as telephone, email, or telex, making acceptance valid at the moment it reaches the offeror.

Key Cases

  • Entores Ltd v Miles Far East Corporation (1955): Established that acceptance by instantaneous communication is effective only upon receipt.
  • The Brimnes (1974): Clarified that receipt occurs when a message arrives during normal business hours, even if the recipient does not actually read it immediately.

Practical Implications

The receipt rule requires careful consideration of timing and method of communication, ensuring clarity around contractual acceptance and avoiding disputes.

Importance

Understanding the receipt rule is crucial for managing expectations in commercial negotiations, ensuring parties clearly understand when contractual obligations arise.

You may find our more detailed guide on the receipt rule useful.

Adams v Lindsell [1818] EWHC KB J59 (05 June 1818)

The defendants misdirected an offer to sell wool, delaying its receipt. The plaintiffs posted acceptance immediately on receiving it, but the defendants sold the wool elsewhere before it arrived. The court held the contract was formed when acceptance was posted, establishing the postal rule.

Butler Machine Tool Co Ltd v Ex-Cell-O Corp (England) Ltd. [1977] EWCA Civ 9 (25 April 1977)

A 'battle of forms' dispute arose when sellers quoted a price with a price variation clause, but buyers placed an order on their own terms without such a clause. The sellers signed and returned the buyers' acknowledgement slip. The Court of Appeal held the contract was formed on the buyers' terms, establishing important principles for resolving conflicting standard form contracts.

Entores Ltd v Miles Far East Corporation [1955] EWCA Civ 3 (17 May 1955)

Entores made an offer via Telex from London, which was accepted by Telex from Amsterdam. The Court of Appeal held that for instantaneous communications like Telex or telephone, a contract is complete when acceptance is received by the offeror, not when sent. The contract was therefore made in London where acceptance was received.

Gregor Fisken Ltd v Carl [2021] EWCA Civ 792 (28 May 2021)

A dispute arose over a rare Ferrari 250 GTO gearbox separated from the car sold for $44 million. The buyer sought specific performance to obtain the gearbox. The Court of Appeal held that the buyer was entitled to the gearbox but must pay the seller $500,000 plus shipping costs, affirming contractual interpretation principles regarding agency and signature.

Thomas v BPE Solicitors [2010] EWHC 306 (Ch)

Claimants alleged their solicitors were negligent in failing to advise that a share sale transaction had completed, thereby losing their right to enforce undertakings for payment. The court found completion did not occur as no confirmatory telephone call took place between solicitors, and dismissed the negligence claim.