Offer and acceptance.

Communication.

(x) Cooth v. Jackson, 6 Ves. 12, 38 ; Thynne v. Glengall, 2 H. L. C. 131, 158; Maddison v. Alderson, 8 App. Cas. 467.

(y) Britain v. Rossiter, 11 Q. B. D. 123; McManus v. Cooke, 35 Ch. D. 681; Lavery v. Pursell, 39 Ch. D. 508, 518; Fry, Sp. Perfce. Sec. 592-598.

(z) Plumer, M. R., Morphett v. Jones, 1 Sw. 181; and see Jessel, M. R., Ungley v. Ungley, 5 Ch. D. 887, 890; Dickinson v.

Barrow, 1904, 2 Ch. 339, 344.

(a) Wills v. Stradling, 3 Ves. jun. 381; Maddison v. Alderson, 8 App. Cas. 480.

(b) Maddison v. Alderson, 8 App. Cas. 478-9.

(c) Above, p. 3.

(d) See above, p. 3.

Revocation.

Communication through the post.

(e) Felthouse v. Bindley, 11 C. B. N. S. 869; Dickinson v. Dodds, 2 Ch. D. 463; Brogden v. Metro-Politan Ry. Co., 2 App. Cas. 666, 691-2.

(f) Hyde v. Wrench, 3 Beav. 334; and see Felthouse v. Bindley, ubi sup.; Bonnewell v. J Ch. D. 70.

(g) See cases cited in last note hut one.

(h) Hyde v. Wrench, 3 Beav. 334 334.

(i) Or varied, variation being a revocation and new offer; Honeyman v. Marry at, 21 Beav. 14, 20, affd. 6 H. L. C. 112.

(k) Byrne v. Van Tienhoven. 5 C. P. D. 344. 347: Henthorn v. Fraser, 1892, 2 Ch. 27,31, 32, 36. It appears, however, that an offer may be effectually revoked, if the proposer have distinctly signified his change of mind and this come to the knowledge of the other party, though the proposer did not make the communication; Dickinson v. Dodds, 2 Ch. D. 463.

(l) Adams v. Lindsell, 1 B. & A. 681; Byrne v. Van Tienhoven, Henthorn v. Fraser, ubi sup.

(m) See Household Fire Insurance Co. v. Grant, 4 Ex. D. 216; Hen-thorn v. Fraser, 1892, 2 Ch. 27; Re London and Northern Bank, 1900, 1 Ch. 220.

(n) Dunlop v. Higgins, 1 H. L. C. 381.

(o) Household Fire Insurance Co. v. Grant, 4 Ex. D. 216, diss. Bramwell, L. J.

(p) Re Imperial Zand Co. of Marseilles, Harris's Case, L. R. 7 Ch. 587; Byrne v. Van Tienhoven, 5 C. P. D. 344; Henthorn v. Fraser, 1892, 2 Ch. 27.

(q) See Henthorn v. Fraser, 1892, 2 Ch. 27.

(r) See the cases cited in the five preceding notes.

Owing to the above-mentioned provisions of the Statute of Frauds, the object of all negotiations as to the sale of land is to arrive at an agreement, not merely expressed orally, but put into writing and signed (z). And it is usually desired, on the vendor's part at least, not to enter into an open contract (that is, a contract simply ascertaining the parties, the property to be sold and the price and leaving the other terms to be implied by law), but to modify by express stipulation the legal incidents of the bargain. For as we shall see, the law imposes on every vendor of land the duty of strictly proving his title; and it is not often advisable that he should undertake his full legal liabilities in this respect (a). Thus a formal contract for the sale of land generally contains special stipulations of a technical character. It is therefore very necessary for those who negotiate the sale of land to understand the principles of the formation of contract. The main thing to remember is that unconditional acceptance of an offer makes a contract, to which no new term can be added, and from which neither party can recede, except by the consent of both: whilst any acceptance, which is conditional on the variation of some term of the offer, is really a new proposal, and must in its turn be accepted by the other party before a contract is formed (b). Any one, who receives an offer of sale or purchase, to which he is favourably inclined, should make up his mind before answering whether he wishes to conclude an immediate contract or merely to signify his assent that the terms proposed shall form the basis of a future contract. In the former case he should accept unconditionally and in the simplest words; for instance, "I accept the offer contained in your letter of such a date." In the latter event he should be very careful to express plainly his intention to give a provisional assent only and not to be bound until all the terms of a future agreement have been settled. The best way to do this is to state clearly that the intended contract may contain other terms than those provisionally accepted; to say, for example, "I am willing that the terms of purchase proposed in your letter dated, etc. shall form the basis of a future contract between us to be approved by my solicitor and to contain such stipulations as he may advise me to insert therein" (c). For if an offer be which he is to show title: and it is always advisable that he should reserve to himself the power of rescinding the contract if the purchaser should insist on any requisition as to title which he is unable or unwilling to comply with.

Time for acceptance.

Negotiation of a contract for sale.

Open contract.

(s) See the cases cited in note (p) to p. 16, above; also Curtice v. London, City and Midland Bank, Ltd., 1908, 1 K. B. 293.

(t) Rummens v. Robins, 3 De G. J. & S. 88; Ramsgate Victoria Hotel Co. v. Montefiure, L. R.1 Ex. 109.

(u)See Dunlop v. Higgins, 1 H. L. C. 341.

(x) Cooke v. oxley, 3 T. R. 653.

If the promise be made by deed or for valuable consideration, it is of course enforceable.

(y) Routledge v. Grant, 4 Bing. 653: Dickinson v. Dodds, 2 Ch. D. 463: Henthorn v. Frassr, 1892, 2 Ch. 27.

(z) See above, pp. 3, 1.

(a) It is frequently desirable that a vendor should limit by express stipulation the time for W

Answering proposals as to sale.

(b) See the cases cited above, p. 15; and Chinnoek v. Marchioness of Ely, 4 De G. J. & S. 638; Crossley v. May cock, L. R. 18 Eq. 180.

(c) See Winn v. Bull, 7 Ch. D. 29, where an agreement as to terms of lease, "subject to the preparation and approval of a formal contract," was held not to accepted with the suggestion that a formal contract shall be prepared but without expressing any intention that the terms proposed shall or may be varied thereby, the acceptance is practically unconditional and the contract is formed at once (d). Here we may notice that, when it is sought to establish a contract by letters which have passed between different parties, the Court will take into consideration the whole of the correspondence which has passed, and will not draw the line at any particular letter or letters, which might have afforded evidence of a contract, if considered apart from the rest (e). Where an agreement for the sale of land is made by word of mouth, an enforceable contract is of course not made until a proper memorandum of the agreement be written out and signed by one of the parties (f). But an offer in writing specifying all the terms of a proposed agreement and signed by the proposer may be accepted orally, and will then be a sufficient memorandum of the contract to bind him under the Statute of Frauds (g).