## Facts

- A railway company invited tenders to supply stores (including iron) for a twelve-month period.
- A trader submitted a written tender undertaking to supply specified goods for twelve months in such quantities as the railway’s storekeeper might order from time to time, at fixed prices.
- The railway accepted the tender, and the parties treated the tender plus acceptance as the governing arrangement.
- The trader fulfilled some early orders under the arrangement.
- The trader later refused to supply iron ordered during the twelve-month period.
- The railway purchased replacement iron at higher prices and sued for breach of contract.
- The trader argued there was no binding contract because the railway had no obligation to place any orders, so his promise lacked consideration.

## Issues

1. Whether an accepted tender to supply goods at fixed prices “as ordered from time to time” is enforceable against the supplier when the buyer is not bound to order any minimum quantity.
2. Whether the buyer’s placement of a specific order constitutes sufficient consideration to bind the supplier to perform that order.

## Decision

- The Court of Common Pleas held the supplier was bound to deliver the goods ordered under the accepted tender.
- The court rejected the argument that the arrangement failed for lack of consideration merely because the railway was not obligated to place orders.
- The court concluded that the railway’s act of placing an order under the tender supplied consideration, creating a binding contract for that order.
- Judgment for the railway was allowed to stand, and the supplier was liable for breach for refusing to deliver the ordered iron.

## Legal Principles

- An accepted tender to supply goods “as ordered from time to time” operates as a standing offer to supply at the stated prices.
- Each order placed pursuant to the tender constitutes acceptance and supplies consideration, forming a binding contract for the goods ordered.
- The fact that the buyer is not obligated to order any quantity does not prevent enforceability against the supplier once an order is placed.
- A supplier may be able to withdraw the standing offer as to future orders by giving notice before an order is made, but orders placed before effective withdrawal remain binding.

## Conclusion

The court treated the accepted tender as a continuing offer and held that, although the buyer had no duty to order, each order furnished consideration and created an enforceable contract requiring the supplier to deliver at the tendered prices.


Great N. Ry. Co. v. Witham, L.R. 9 C.P. 16 (C.P. 1873)