General Principle:
The method of acceptance arranged for a tender was not mandatory and if an offeror wants it to be mandatory, this needs to be made explicit.
Name:
Manchester Diocesan Council v Commercial General Investments [1969] 3 All ER 1593
Facts:
The claimants (the Diocesan Council) owned a property that they wanted to sell by tender. The tender form included an additional statement that the tenderer whose application was successful would be notified by letter. It was to be sent through the post to the address that was written in the tender form. The defendant sent in a tender that the council then accepted. In September, they notified the defendant’s representative of this acceptance. The secretary of state gave permission for the sale to go ahead in November. During January, the claimant wrote to the defendant in order to provide confirmation of the agreement. The question that arose was when a contract had been formed.
Ratio:
The court in Manchester Diocesan Council v Commercial General Investments held that a contract was formed in September. This is because the way in which acceptance could be carried out, as written in the tender form, was not limited as the only way of doing so. As such, the postal rule (see relevant section) would not apply. However, any other means by which the claimant's acceptance was communicated would be satisfactory.
Analysis:
In Manchester Diocesan Council for Education v Commercial and General Investments [1970] 1 WLR 241, Buckley J explained the position as follows:
"It may be that an offeror who, by the terms of his offer, insists on acceptance in a particular manner, is entitled to insist that he is not bound unless acceptance is effected or communicated in that precise way, although it seems probable that, even so, if the other party communicated his acceptance in some other way, the offeror may by conduct or otherwise waive his right to insist on the prescribed method of acceptance. Where, however, the offeror has prescribed a particular method of acceptance, but not in terms insisting that only acceptance in that mode shall be binding, I am of the opinion that acceptance communicated to the offeror by any other mode which is no less advantageous to him will conclude the contract. Thus in Tinn v Hoffman & Co (1873) 29 LT 271, where acceptance was required by return of post, Honeyman J said …."
"That does not mean exclusively a reply by return of post but you may reply by telegram or by verbal message or by any means, not later than a letter written and sent by return of post".
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