The brief
| Citation | (1876) 2 Ch. D. 463 (Eng. C.A.) |
|---|---|
| Court and year | English Court of Appeal in Chancery, 1876 |
| Procedural posture | The trial court ordered specific performance. Both defendants appealed. The Court of Appeal reversed and dismissed Dickinson’s bill with costs because no binding sale contract had formed. |
| Facts | Dodds offered Dickinson property at Croft for £800 on June 10, 1874. The writing left the offer open until Friday at 9 a.m. Dickinson paid nothing for that undertaking. On Thursday, Berry told him that Dodds was offering or agreeing to sell to Allan. Dickinson left an acceptance with Dodds's mother-in-law. She forgot to deliver it. At about 7 a.m. on Friday, Berry handed Dodds a duplicate at the station, and Dickinson tried personally shortly afterward. Dodds refused both attempts, saying he had sold. The report records an agreement with Allan on Thursday and a £40 deposit. |
| Issue | Could Dickinson accept after Dodds had sold the property, when Dodds had said the offer would stay open until Friday? |
| Rule | A gratuitous promise to leave this land-sale offer open did not prevent withdrawal before acceptance. The offeree’s actual knowledge of the inconsistent sale was sufficient; an express withdrawal delivered personally by the offeror was unnecessary. |
| Holding | No. The offer was withdrawn before Dickinson accepted, so no contract was formed. |
Reasoning
James treated the document as an offer because Dickinson still wanted time to decide, and its language of agreement did not change the absence of a completed bargain or supply consideration for the promised opportunity to wait. Dickinson had not purchased that time. The Friday deadline could not itself establish an enforceable option.
Knowledge ended the power to accept on these facts. James relied on Dickinson's own account to conclude that he knew Dodds had changed his mind before attempting acceptance; a personal announcement of withdrawal from Dodds was unnecessary once that inconsistent sale was actually known. A private change of mind would be different. The court did not rely on an uncommunicated intention alone.
Mellish agreed about the effect of knowledge. He had no reason to choose priority between two completed sale contracts, because Dickinson's attempted acceptance did not create an enforceable agreement after the offer had been withdrawn. The resulting dismissal concerned that missing contract, leaving a paid option or an acceptance before notice to require its own analysis.
Why it is assigned
Separate three questions: was there an accepted sale, was there a binding promise to keep the offer open, and what did the offeree know before attempting acceptance? The written deadline answers none of those questions by itself.
Limits of the holding
This English land-sale case concerns a gratuitous promise to keep an offer open. Its holding should not be treated as a decision about statutory firm offers for goods or about an option supported by consideration.
Two changed-facts hypotheticals
Change the facts so that Dickinson had paid Dodds $10 for keeping the offer open until Friday.
Show the analysis
Assuming the payment was exchanged for the undertaking, it would support an option rather than a gratuitous promise of time. Dodds could not end that option merely by selling to Allan. Dickinson would still need to accept before the specified Friday deadline and comply with the option's terms; payment does not make every later attempted acceptance effective.
Change the facts so that Dickinson heard a rumor from a stranger that Dodds might sell.
Show the analysis
Knowledge must come from a reliable source that the offeror has acted inconsistently. A vague rumor may not be enough, and the offer might still be open.
Quick answers
What is the rule in Dickinson v. Dodds?
An offer may be revoked before acceptance, and an offeree who learns from a reliable source that the offeror has sold to someone else cannot then accept.
Why this was not a contest between two binding sales
Which statement accurately describes the relationship between revocation and competing-sale priority in Dickinson?
Answer and explanations
Correct answer: B.
Authority: Dickinson report: James and Mellish appellate judgments
- A. This assumes the contract Dickinson failed to establish. Mellish did not need to rank two enforceable agreements because Dickinson's attempted acceptance came after the knowledge that ended his power to accept.
- B. The court rejected Dickinson's contract claim. Mellish distinguished that problem from deciding priority between two existing sale contracts. Keeping the questions separate prevents the opinion from becoming a priority rule it did not announce.
- C. The time promise was gratuitous. Naming an expiry time did not provide an exchange supporting a hold-open obligation. Whether a paid option existed had to be examined separately from the date printed on an offer.
- D. Dickinson's actual knowledge mattered to the result. The opinion did not rest on a secret change of mind of which the offeree knew nothing; that variation would require a different communication analysis.