## Facts

- A company in liquidation obtained court permission to sell 55 acres of land known as “Bel Air Park,” through its liquidator acting as auctioneer.
- The land was advertised for public auction, and printed conditions of sale were read to attendees.
- The conditions addressed payment and conveyance mechanics (including a 10% payment “on the knock of the hammer”) but did not expressly state a reserve price or a right to withdraw the property for inadequate bids.
- Bidding occurred; Wight submitted the highest bid (16,005 dollars).
- The liquidator refused to accept any bid, stated the bids were insufficient, and closed the auction.
- Wight sued for specific performance, asserting that under the colony’s Roman-Dutch law a sale by auction without an express reservation required sale to the highest bona fide bidder.
- The trial court dismissed the claim; the appellate court reversed and ordered conveyance; the vendor appealed to the Privy Council.

## Issues

1. Whether a binding contract of sale arose automatically in favor of the highest bidder where auction conditions were silent on reserve price or a right to withdraw.
2. Whether Roman-Dutch law in force locally required an express reservation of a right to withdraw, such that silence compelled acceptance of the highest bid.
3. Whether specific performance could be granted where the auctioneer refused to accept any bid.

## Decision

- The Privy Council allowed the appeal and restored the trial court’s dismissal of Wight’s action.
- No binding contract arose because the highest bid was never accepted.
- Silence in the conditions on reserve or withdrawal did not, by itself, deprive the liquidator of discretion to reject all bids.
- The asserted Roman-Dutch rule compelling sale absent an express reservation was not established on the authorities presented.
- Because no concluded contract existed, specific performance was unavailable.

## Legal Principles

- In an auction sale of land, absent a clear contrary rule or term, bids are offers and no contract is formed until the auctioneer accepts a bid (commonly signified by the fall of the hammer or equivalent manifestation).
- Conditions of sale that describe payment and conveyance mechanics do not, merely by omitting mention of a reserve or withdrawal right, convert the auction into a sale “without reserve.”
- A party seeking specific performance must show a concluded contract; refusal to accept any bid defeats formation where acceptance is required.

## Conclusion

The Privy Council held that the highest bid at the auction did not create a contract because the liquidator never accepted it, and the absence of an express reserve term did not compel a sale; therefore, specific performance was properly denied.


Demerara Turf Club, Ltd. v. Wight, [1918] A.C. 605 (P.C. 1918)