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AdamsvLindsell|ContractLawCase|LawTeacher
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AdamsvLindsell|ContractLawCase|LawTeacher
A further theory for the existence of the postal rule as adopted in Adams v Lindsell is that if the
offeror, either expressly or impliedly, indicates that postal acceptance is sufficient then they should
bear the consequences of the postal rule, as the defendant did in Adams v Lindsell. Moreover,
Adams v Lindsell could be considered support for the idea that the offeror should be considered as
making the offer all the time that the offer is in the post, and that therefore the agreement between
the two parties is complete at the moment that acceptance is posted.
In Adams v Lindsell itself it was suggested (at 683) that if the rule did not exist no contract could
ever be completed by the post. For if the [offerors] were not bound by their offer when accepted by
the [offerees] till the answer was received, then the [offerees] ought not to be bound till after they
had received the notification that the [offerors] had received their answer and assented to it. And
so it might go on ad infinitum.
One further reason for the existence of the rule in Adams v Lindsell is that the Post Office can be
considered to be the common agent of both parties, and therefore communication to this agent
immediately completes the contract. However, where the letter is not addressed then this will not
be enough. Therefore, mere delivery of the acceptance to the agent does not of itself complete a
contract for the purpose of the rule in Adams v Lindsell.
The Adams v Lindsell postal rule only applies when it is reasonable to use the post as a means of
communicating acceptance. So, an offer made in a letter sent by post could be accepted by post. Yet
at other times postal acceptance may be reasonable. For example in Henthorn v Fraser [1892] 2 Ch
27 it was held to be reasonable to post acceptance in response to an oral offer because the parties
lived some distance away from each other. However, Adams v Lindsell will not normally apply
where acceptance is made by post in response to an offer made by telex, email or telephone.
Furthermore, Adams v Lindsell will not apply if the acceptor knew that the postal service was at
that time disrupted.
Adams v Lindsell therefore has three consequences in English law. Firstly, a posted acceptance
prevails over a previously posted withdrawal of the offer which had not yet reached the offeree
when the acceptance was posted. Secondly, acceptance takes effect on posting even where it never
reaches the offeror or only does so after delay. Finally, the contract is taken to have been made at
the time of posting so as to take priority over another contract made after the original acceptance
was posted.
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