## Facts

- John Dodds signed a written memorandum offering to sell specified real property to George Dickinson for £800.
- A signed postscript stated the offer was “to be left over until Friday, 9 o’clock A.M.”
- Dickinson decided to accept on Thursday but delayed communicating acceptance because he believed the offer would remain open until Friday morning.
- On Thursday afternoon, Dickinson learned from a third party (Berry) that Dodds had sold or was selling the property to Thomas Allan.
- Dickinson left a written acceptance with Dodds’s mother-in-law on Thursday evening and attempted to deliver a duplicate to Dodds on Friday morning.
- Dodds told Dickinson the acceptance was too late and that the property had been sold to Allan on Thursday and a deposit taken.

## Issues

1. Whether the signed statement leaving the offer open until Friday 9 a.m. created a binding option contract despite no separate consideration.
2. Whether the offer was effectively revoked before acceptance when Dickinson learned from a third party that Dodds had sold (or agreed to sell) the property to Allan.
3. Whether Dickinson was entitled to specific performance of a contract for sale of the property.

## Decision

- The Court of Appeal reversed the decree of specific performance.
- The memorandum was treated as an offer, not a concluded contract, notwithstanding the words “I hereby agree to sell.”
- The promise to keep the offer open until Friday morning was not binding because it lacked consideration; Dodds could revoke at any time before acceptance.
- Dickinson’s actual knowledge that Dodds had sold (or agreed to sell) to Allan constituted sufficient notice that the offer was withdrawn.
- Because no offer remained open at the time of Dickinson’s attempted acceptance, no contract was formed and specific performance was unavailable.

## Legal Principles

- A promise to keep an offer open for a stated period is not enforceable as an option contract absent consideration (or a legally effective substitute formality).
- An offer may be revoked before acceptance even if the offer states it will remain open for a specified time, unless the offeree has an enforceable option.
- Revocation need not be communicated by the offeror directly; the offeree’s actual knowledge, from a reliable source, that the offeror has taken definite action inconsistent with the offer’s continuance (such as selling to a third party) terminates the power of acceptance.
- Acceptance cannot create a contract after the offeree learns the offeror no longer intends to contract on the offered terms; mutual assent must exist at the time of acceptance.
- Specific performance requires a valid, subsisting contract; it will be denied when no contract was formed.

## Conclusion

The court held that the stated deadline did not bind the offeror because no consideration supported an option, and the offeree’s knowledge that the property had been sold to a third party effectively ended the offer before acceptance, defeating any claim for specific performance.


Dickinson v. Dodds, 2 Ch. D. 463 (Ct. App. 1876)