Routledge v Grant (1828) 4 Bing 653

Facts

• The defendant offered to purchase the claimant’s lease and stipulated the offer would remain open for six weeks to allow consideration.
• The claimant, relying on the six-week time frame, initiated lease extensions with their landlord.
• Before the claimant accepted the offer, the defendant sought to withdraw it and communicated the withdrawal by letter.
• Despite having received the withdrawal, the claimant attempted to accept the original offer, arguing that the six-week stipulation made the offer irrevocable within that period.
• The principal question was whether the defendant was bound to keep the offer open for the six-week period and thus obligated upon the claimant’s purported acceptance.

Issues

1. Whether an offer containing a promise to keep it open for a specified period is irrevocable during that period in the absence of consideration.
2. Whether the defendant’s revocation, communicated before acceptance, prevented a binding contract from arising.
3. Whether a contract exists if the promise to keep the offer open is unsupported by separate consideration.

Decision

• The Court of Common Pleas found in favour of the defendant, ruling that the offer could be revoked at any time before acceptance.
• The defendant was not obligated to keep the offer open for the full six weeks, as there was no binding consideration for that promise.
• Since the offer was withdrawn before the claimant’s acceptance was communicated, no contract was formed.
• The claimant’s acceptance after revocation was deemed invalid.

Legal Principles

• An offer may be revoked at any point prior to acceptance, regardless of any assurance to keep it open, unless supported by separate consideration.
• Both parties must be bound simultaneously for a contract to exist; without mutuality of obligation, neither party is legally bound.
• A mere promise to keep an offer open—a “bare promise”—is not binding in the absence of consideration, distinguishing it from an option contract.
• The principle of freedom of contract allows parties to withdraw from negotiations prior to the formation of a binding agreement.
• Offer and acceptance require clear, timely communication to establish a valid contract.

Conclusion

Routledge v Grant confirms that an offer may be revoked at any time before acceptance, and a mere promise to keep it open is not binding unless supported by consideration; thus, no contract existed since the defendant withdrew the offer prior to acceptance.