Adams v. Lindsell

Before 1800, parties signed a contract face-to-face. By the early 1800s, making & accepting offers by mail was becoming commonplace.

On September 2nd 1817, Mr. Lindsell mailed a letter to Mr. Adams who was a wool manufacturer.

Defendant (Lindsell) sent, by mail, an offer to sell wool. Due to Defendant's negligence, the offer was received late on September 5th 1817.

Plaintiff (Adams) immediately accepted on September 5th 1817 & replied via mail.

Lindsell received the Adams mailed reply on September 9th. Defendant (Lindsell) had already sold wool on September 8th.

Date	Action
September 2nd 1817	Lindsell (seller of wool) mailed a offer letter to Adams (wool manufacturer & buyer).
September 5th 1817	Adams received the letter
September 5th 1817	Plaintiff (buyer Adams) immediately accepted to buy a large quantity of sheep wool on September 5th 1817
September 5th 1817	Adams replied via mail
September 7th 1817	Lindsell (seller) hasn't heard from Adams (buyer)
September 8th 1817	Lindsell sold the wool to another buyer (not Adams)
September 9th 1817	Lindsell (seller) received the acceptance letter

Adams (buyer of wool; plaintiff) sued Lindsell (seller of wool) for money damages.

Adams (wool manufacturer & buyer) won in the trial court.

Was Plaintiff's (Adams) purported acceptance actually an acceptance?

Is an offer accepted when the offeree (buyer Adams) places a letter of acceptance in the mail?

Defendant Lindsell (seller of wool) argued that no contract had been formed because he hadn't received the reply from Adams (buyer of wool; plaintiff).

Yes, Plaintiff had accepted.

An offer made via the postal system is properly accepted when the offeree places a letter accepting the offer in the mail.

There was a "meeting of the minds" as soon as Plaintiff posted his acceptance in the mail.

Lord Ellenborough: The letter of acceptance needn't actually be received by the offeror (Lindsell).

The mailbox rule states that acceptance takes effect as soon as a letter stating such is posted.