Acceptance by post after an email deadline
On Monday 3 March, Brightline Ltd, a Dublin office-furniture supplier, emails a quotation to Harbour Analytics Ltd in Cork offering 40 ergonomic chairs at €310 each. The email states: 'This offer is open for acceptance until 5pm on Friday 7 March; please confirm by return email.' Harbour's office manager reads it at 11am. On Wednesday 5 March, Harbour's procurement officer posts a signed acceptance to Brightline's Dublin address; it arrives on Friday at 10am. On Thursday 6 March at 2pm, Brightline emails: 'Offer withdrawn; stock reallocated.' Harbour's office manager reads that email at 4pm on Thursday, after the letter has been posted but before it arrives. Brightline refuses to deliver. Harbour claims a contract was made on Wednesday when the letter was posted. Brightline argues that the prescribed mode was email and that its revocation was communicated before any acceptance. The parties had dealt by email only in previous transactions. Advise Harbour.
1. Was a contract formed between Brightline and Harbour, and if so on what date? Explain the effect of the prescribed mode of acceptance and the withdrawal email.
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An offer must be accepted in the manner stipulated by the offeror or, where no manner is stipulated, by a reasonable method. The postal rule in Adams v Lindsell (1818) 1 B & Ald 681 applies only where the offeror contemplated acceptance by post. Here Brightline stipulated 'return email'. A prescribed mode is not automatically mandatory: Manchester Diocesan Council v Commercial & General Investments [1970] 1 WLR 241 requires the court to ask whether the offeror intended that mode to be the only effective mode. The words 'please confirm by return email', together with the parties' email-only course of dealing, strongly indicate that email was the stipulated method. Posting the letter was therefore not an authorised acceptance, and the postal rule does not apply. At most, the letter could operate as acceptance when received on Friday at 10am. Before that, Brightline's withdrawal was communicated when Harbour read the email at 4pm on Thursday: Byrne v Van Tienhoven (1880) 5 CPD 344. Revocation must be brought to the offeree's attention before acceptance. No contract was formed, so Harbour's claim fails.
2. How would your answer change if the quotation had said 'acceptance by post only' and Brightline had posted a revocation on Thursday that arrived on Saturday?
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The result would change. If the offer expressly authorised acceptance by post, the postal rule applies: acceptance is complete when the letter is posted, not when it arrives. Harbour posted its acceptance on Wednesday 5 March. A contract therefore came into existence on Wednesday. Brightline's revocation was posted on Thursday and arrived on Saturday. A revocation is ineffective unless it is communicated before acceptance: Byrne v Van Tienhoven. Even if the revocation had been posted before the acceptance letter arrived, it was posted after acceptance had already occurred. The contract was already binding on Wednesday, so the Saturday arrival is irrelevant. Brightline would be in breach if it refused to deliver. The practical lesson is that the postal rule can make a revocation too late even where the offeree has not yet learned of the contract's formation.