## Facts

- Wool dealers offered by letter to sell 800 tods of wool to manufacturers, requesting an answer “in course of post.”
- The offer letter was misaddressed by the offerors, delaying delivery to the offerees.
- The offerees received the offer on September 5, 1817, and immediately mailed a written acceptance that same evening.
- Because mail traveled through London, the offerors did not receive the acceptance until September 9, 1817.
- Expecting a reply earlier, and having received none by September 8, 1817, the offerors sold the wool to a third party on September 8.
- The offerees sued for non-delivery, alleging a contract formed when they posted their acceptance.
- At trial, the jury was instructed to treat the acceptance as timely because the delay resulted from the offerors’ misdirection; the offerees prevailed.
- The offerors sought a new trial, arguing no contract existed until acceptance was received; the reviewing court rejected the request.

## Issues

1. Whether, in contracting by post, acceptance becomes effective when it is posted or only when it is received by the offeror.
2. Whether delay caused by the offeror’s misaddressing of the offer letter prevents formation where the offeree mailed acceptance promptly and consistently with an invited reply “in course of post.”

## Decision

- The court upheld the verdict for the offerees and refused a new trial.
- A binding contract was formed before the offerors sold to the third party.
- Acceptance was effective when the offerees mailed their acceptance, not when the offerors received it.
- Because the offerors’ misdirection caused the timing problem, the acceptance was treated as sent and returning “in course of post” as contemplated by the offer.

## Legal Principles

- When parties contemplate contracting by mail, a properly dispatched acceptance generally completes contract formation upon posting.
- A receipt-only rule for mailed acceptances would render contracts by correspondence impracticable by forcing repeated confirmations of receipt.
- An offer inviting a response “in course of post” is treated as continuing during the period of postal transmission, permitting acceptance by prompt dispatch.
- Where the offeror’s own addressing error causes delay, the offeror bears the resulting risk for purposes of determining timeliness and formation.

## Conclusion

The court held that a contract formed when the offerees posted their acceptance in response to an offer that contemplated reply by mail, and the offerors could not avoid liability by selling to a third party before the acceptance was received, particularly where the delay resulted from the offerors’ own misdirection.


Adams v. Lindsell, 106 Eng. Rep. 250 (K.B. 1818)