Felthouse v Bindley: A Silent Acceptance

Introduction:

Felthouse v Bindley (1862) 11 CB (NS) 869 is a landmark English contract law case that established a crucial principle regarding acceptance of an offer: silence cannot constitute acceptance. This case significantly shaped the understanding of offer and acceptance, particularly in the context of unilateral communication. It highlights the necessity of clear and explicit communication in forming a legally binding contract.

Issues:

The central issue in Felthouse v Bindley revolved around whether an offer to purchase a horse was validly accepted by the offeree's silence. Specifically, the court had to determine:

• Whether Paul Felthouse's offer, coupled with his nephew's (John Felthouse) silence, constituted a legally binding acceptance.

• Whether an auctioneer, Bindley, could be held liable for selling the horse, which Paul Felthouse claimed he had purchased.

Analysis:

Paul Felthouse offered to buy his nephew's horse, writing, "If I hear no more about him, I consider the horse mine at £30 15s." The nephew, John Felthouse, intended to sell the horse to his uncle but did not explicitly communicate his acceptance. He instructed the auctioneer, Bindley, to exclude the horse from the auction, but due to an oversight, Bindley sold the horse.

Paul Felthouse sued Bindley, claiming the horse was his. The court analyzed the nature of offer and acceptance, emphasizing the need for a clear and unambiguous expression of assent. The court reasoned that silence, in itself, cannot be interpreted as acceptance. Acceptance requires a positive act or statement that communicates the offeree's willingness to accept the offer's terms.

The court highlighted the potential for ambiguity and unfairness if silence were deemed acceptance. It could place an undue burden on the offeree to actively reject an offer they may not wish to accept. The contract law principle dictates that acceptance must be communicated to the offeror.

Judgement:

The Court of Common Pleas held that there was no valid contract between Paul and John Felthouse for the sale of the horse. The court ruled that John Felthouse's silence did not constitute acceptance of his uncle's offer. Therefore, Paul Felthouse had no legal claim to the horse, and Bindley was not liable for selling it.

The judges emphasized that acceptance must be communicated to the offeror.

Justice Willes stated that "silence is not enough" and that there must be some "distinct affirmation of the acceptance intended." This judgement established a fundamental principle that has been consistently applied in contract law, reinforcing the importance of clear communication in contract formation.