Case

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Dickinson v. Dodds (1876) pp. 360-366

Parties: Plaintiff - Dickinson (offeree) Defendant - Dodds (Offeror) + Adams (ultimate purchaser) Procedural History: Trail court found for Plaintiff, and entered a verdict for specific performance. Defendants appealed. Facts: Defendant, Dodds signed and delivered a memo to Dickinson (plaintiff), an offer to sell property for £800. Although the writing said "I agree to sell," the postscript explicitly stated that this was an offer, and it was valid only until Friday 9am (signed on Wednesday). Dickinson wanted to accept the offer, but did not communicate this immediately to Dodds because he thought he had until Friday 9am to accept. On Thursday, Dickinson found out from Berry that Dodds had sold the property to Adams. Dickinson then delivered an acceptance to Dodds' motherin-law, where he was staying, on thurs evening, but she forgot to deliver this to Dodds. The next morning (Friday) at 7am, Berry, acting as Dickinson's agent, delivered a copy of the acceptance to Dodds, but Dodds replied that it was too late. Dickinson then personally delivered a copy of the acceptance, just before 9am, but Dodds again told him it was too late, that he already had sold the property. Dickinson brought the suit asking for specific performance, for Dodds to sell the property to Dickinson, and not to Adams, and the court entered verdict for plaintiff, Dickinson, and defendants appealed. Issue: Holding: Did Dodds have the power to revoke the offer in the manner he did? - Yes. Entered for defendants. ?

Reasoning: Dodds by selling to someone other than Dickinson clearly showed his intention to revoke his offer to Dickinson. The communication of this revocation was effected by someone other than Dodds to Dickinson. Since Dickinson knew of Dodds intention to withdraw his offer (by selling to someone else), before Dickinson communicated his acceptance, then there was no binding contract created. Dodds had the power to revoke his offer, until notified of acceptance. RULE: An offer can be revoked at any time before communication of acceptance. The revocation while it must be communicated to the offeree, need not be personally communicated by the offeror. Communication need only be from a reliable source. Restatement § 36: "(1) An offeree's power of acceptance may be terminated by (a) rejection or counter-offer by the offeree, or (b) lapse of time, or (c) revocation by the offeror, or (d) death of incapacity of the offeror or offeree. (2) In addition, an offeree's power of acceptance is terminated by the non-occurrence of any condition of acceptance under the terms of the offer." Restatement § 46 (after Dickinson) - "Where an offer is for the sale of an interest in land or in other things, of the offeror, after making the offer, sells or contracts to sell the interest to another person, and the offeree acquires reliable information of that fact, before he has exercised his power of creating a contract by acceptance of the offer, the offer is revoked." Restatement (2nd) § 43: "An offeree's power of acceptance is terminated when the offeror takes a definite action inconsistent with an intention to enter into the proposed contract and the offeree acquires reliable information to that effect." Notes

Court believed Berry was a reliable source (Dickinson's agent) Offer was communicated in an indirect way, where in fact, the property has been sold. Offeree is aware. No acceptance is communicated. Until this is done, the offeror can revoke (there is no deal yet). • How to re-write this first offer (postscript), so that its clear: ○ We can say the acceptance is only effective when received (mailbox rule is a default rule), instead of saying "this offer to be leftover until…" § If we don’t set these in the drafting, then mailbox rule would apply • Was the plaintiff correct in thinking he had power to accept until fri 9am? ○ There no option here, so no. No absolute power of acceptance, so offer can be revoked. • Did plaintiff have sufficient notice of the revocation? ○ Yes, the reliable source, his agent Berry, told him • Notes (2) (pg. 364) - may not be fair because they may not have received the revocation before they acted in reliance on the contract • Section 41 of restatement - reasonable of the time lapsing ○ The clock starts to run when the power of acceptance is given to the offeree (when offer is received) • In terms of detrimental reliance, the rule when it comes to offers: ○ Can detrimental reliance create an option? Where the offer cannot be revoked because of reliance? ○ You want the option contract created here, because damages better under contracts than under estoppel • Here dickinson would not get anything under promissory estoppel, because his reliance was unreasonable because he knew