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CHANCERY DIVISION JONES v DANIEL [1894] 2 Ch 332 ROMER J: I think that the Plaintiff's case fails.

It is clear that here there was no contract between these parties, apart from the letters, and that, if the letters do not show a concluded agreement then there was none. I need only refer, in the first instance, to the letter of the 26th of April, 1893. The Defendant had made an offer for the property, and had stated the price he was willing to give. Then the letter of the 26th of April states that the Plaintiff, who was the vendor, accepted the offer, and added, we enclose contract for your signature. On receipt of this signed by you across the stamp and deposit we will send you copy signed by him. I turn to the enclosure in that letter, and I find it is a document which contains special terms which had never been referred to in the offer, and those terms include a payment of a deposit of 10 per cent. by the purchaser, a stipulation fixing the day for completion, a provision limiting the title to be shown by the vendor, and other important conditions. Now, what would anybody when he received that letter fairly understand to be the meaning of it? Certainly I think he would understand it to mean this: So far as the price is concerned we are agreed. I now enclose you terms which I require you to assent to. If you assent to them and sign them and pay the deposit, then there will be a binding contract between us, but not till then. I think that is what the letter really meant, and what it was intended to mean. It was not an acceptance simpliciter of the Defendant's offer forming a contract, and a mere reference to an enclosed document as carrying out the contract so made. In my opinion, it would not have been fair as against the Plaintiff to have said on behalf of the Defendant, if he had been willing so to say immediately he received that letter, that the Plaintiff was bound by an absolute contract for 1450 without obtaining a deposit and without any conditions whatever as to title or otherwise. I do not think that that was the Plaintiff's intention. When I speak of him, I, of course, speak of the solicitors who were acting for him. This observation

in his favour also shows that that letter cannot be treated as a simple acceptance of the Defendant's offer. Then what happens after this? Nothing, practically. The Defendant does nothing. He does not accept what I may call the counter offer of the Plaintiff, and, as time goes by, apparently the Plaintiff's solicitors feeling a little anxious, write the letter of the 29th of April, 1893. Now what was the meaning of that letter? I do not gather that that letter amounted to this: I withdraw the terms I was insisting upon by my letter of the 26th of April, 1893, and I give you now to understand that I accept unconditionally, and without requiring any other terms on your part, your offer of 1450. I do not think that that is the fair interpretation to put on that letter. He does not purport by the letter of the 29th of April in itself to form a contract. All he says in that letter is that the correspondence, and by that I clearly understand the writer to mean the prior correspondence, is a sufficient contract; and it is noticeable in that very letter the writers refer again to the deposit. Certainly, if a contract valid and binding had not been come to before the letter of the 29th of April, it was not made by that letter. I think the case that really comes nearest to the present is Crossley v Maycock; and in my opinion the case of Gibbins v Board of Management of North Eastern Metropolitan Asylum District, on which the Plaintiff relied, is distinguishable. In that case it was alleged in the bill that an enclosure sent to the defendant was only a formal document merely embodying the contract constituted by an offer and an acceptance. The defendant, in whose possession the document was, did not choose to produce it, and therefore it was assumed, as against him, that that allegation in the bill was correct. Consequently, it was not a case where, simultaneously with a letter purporting to accept an offer, a document is sent requiring by the person sending it to be signed by the person to whom it was sent, and containing additional and important terms. That case, therefore, is not an authority for the case before me; and as I have said, I think the real binding authority is that of Crossley v Maycock. I need make no further observations as to the other cases which have been referred to. The action fails, and must be dismissed with costs.