Brodgen V Metropolitan Railway Company brief

Facts: The plaintiff, Brogden, were suppliers of coal to

the defendants, Metropolitan Railway. After some
period of conducting business dealings on an informal
basis, the parties decided to formalize their dealings.
The defendant prepared a draft contract and sent it to
the plaintiff. The plaintiff on receipt of the draft
contract, made minor additions to it. The slightly
modified document, now a counter offer, was sent back
to the defendants, but the defendants never
communicated their acceptance of the slightly modified
draft back to the plaintiff. Afterwards, business
continued as usual. A dispute arose between them and
Brogden claimed there was no contract between them.

Issue: Whether or not there was an acceptance of

Brogden's (counter) offer to Metropolitan Railway.

Held: The was a valid contract between both parties

Reason:The conduct of the defendants was deemed to

constitute acceptance. Although there had been no
verbal or written communication of acceptance,
performing the contract with objection constituted
acceptance through conduct.