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Byrne v Leon Van Tien Hoven

English Law Of Contract And Restitution (University of Strathclyde)

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Byrne & Co.v. Leon Van Tienhoven

The defendants (Leon Van Tienhoven) carried on business in Cardiff and the Plaintiffs
(Byrne) at New York. The alleged contract was a letter written by the defendants to the
plaintiffs on the 1st of October to sell 1000 boxes of tinplates (Hensols) at 15s 6d per box
with 1% for their commission in 1879 which was received by the plaintiffs on the 11 th, to
which they accepted on the same day by telegram and an additional acceptance letter
including credit of 1000l sent to the defendants on the 11th which was received by the
defendants on the 15th. (Telegram is on page 315) On the 8th of October, the defendants
posted to the plaintiffs a letter which withdrew the offer as tin prices had increased by
around 25% (pg. 346) but this letter reached the plaintiffs on the 20 th. (On the same day,
the plaintiffs telegraphed to the defendants demanding shipment and sent them a letter
insisting on completion of the contract- pg.346) On the 25 th October, the defendants
refused to the complete the contract. (pg.347) The defendants then sent another letter
on the 31st October saying “even if we had not withdrawn our offer we would all the
same have returned your credit” due to the fact the Plaintiff never sent a bankers
acceptance to London or Liverpool.

What court was this in?

Cardiff assizes

What was the date?

1880

Who were the judges?

Lindley, J.,

What did the appellant/claimant want?

Damages for the non delivery by the defendants to the plaintiffs of 1000 boxes of
tinplates.

How did it get to that court?

The action was tried at Cardiff assize, before Lindley, J., without a jury

Who won?

Plaintiff was entitled to damages of 375l

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Held:

withdrawal was incorporative, a complete contract binding both parties having been
entered into on 11/10 when the plaintiff accepted the offer of the 1st, which they had
no reason to suppose was withdrawn.

Defendants’ arguments:

1. there was no sufficient writing within the Statute of Frauds, and that they contracted
only was agents (the post office).

2. the offer made by their letter of the 1st of October was revoked by them before it
had been accepted by the plaintiff by their telegram of the 11th or the letter of the 15th.

3. as the plaintiff never sent a banker’s acceptance on London or Liverpool as stipulated

Judgement (Lindley J):

1. there is no doubt that an offer can be withdrawn before it is accepted, and it is

Routledge v Grant

2. have to consider two questions:

• whether a withdrawal of an offer has any effect until it is communicated to the

• whether posting a letter of withdrawal is a communication to the person to whom

3. the contract is completed the moment the letter accepting the offer is posted, even
although it never reaches its destination.

4. defendant has made the post office his agent to receive the acceptance and
notification of it. But this principle is inapplicable to the case of the withdrawal of an
offer.

5. There is no evidence of any authority in fact given by the plaintiffs to the defendants
to notify a withdrawal of their offer by merely posting a letter.

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6. when the plaintiffs found that the defendant was inflexible and would not perform
the contract at all, they had the right to treat it as at an end and to bring an action for its
breach.

7. plaintiffs were always ready and willing to perform, the contract on their part the
defendants wrongfully and persistently refused to perform, the contract on their part.

8. judgment for the plaintiffs for 375l and costs

How did the court come to that decision? (The main points that the judges made
which caused the accepting or dismissing of the appeal)

 The defendants claimed that the offer made by their letter on the 1st of October
was revoked by them before it had been accepted by the plaintiffs by their
telegram of the 11th or the letter of the 15th, there is no doubt that an offer can
be withdrawn before it is accepted, for this present case, there are two issues, 1.
Whether a withdrawal of an offer has any effect until it is communicated to the
person to whom the offer has been sent, 2. Whether posting a letter of
withdrawal is a communication to the person to whom the letter is sent? (pg
347)
 Issue 1. A state of mind not notified cannot be regarded in dealings between man
and man, and that an uncommunicated revocation is no revocation at all (Tayloe
v Merchants Fire Insurance Co which is adopted by Mr Benjamin)
 Issue 2. It may be taken that when an offer is made and accepted by letter sent
through the post, the contract is completed the moment the letter accepting the
offer is posted, (even if it never reaches its destination – Harris’ case, Dunlop v
Higgins) and there is no evidence in the present case of any authority in fact
given by the plaintiffs to the defendants to notify a withdrawal of their offer by
merely posting a letter, and there is no legal principle of decision which compels
one to hold that the letter of the 8th of October is to be treated as communicated
to the plaintiff on that day or any day before the 20th, thus it is inoperative and
the plaintiffs had no reason to suppose the offer made on the 1st was withdrawn.
 Therefore, in considering both legal principles and practical convenience require
that a person who has accepted an offer not known to him to have been
revoked, shall be in a position safely to act upon the footing that the offer and
acceptance constitute a contract binding on both parties.
 The defendants next defence is that the plaintiffs never sent a bankers
acceptance on London or Liverpool as stipulated in the contract, thus the
plaintiffs cannot maintain any action for its breach. However, it is to be noted
that the defendants did not refuse to perform the contract on this ground, in the
letter from the defendants they said “even if we had not withdrawn our offer we

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would all the same have returned your credit.” And on the 26th November, “if
your clients (the plaintiffs) had fulfilled the terms of the contract at the onset the
goods were ready to be shipped,” but the defendants previous letters from the
8th, 13th, and 25th of October show that this was not the case and the defendants
would not have performed the contract even if the bankers acceptances had
been sent.
 Thus, if the offer had not been withdrawn, the defendants would not have
returned the letter of credit. (pg.349) In face of this refusal, it would have been
useless of the plaintiffs to send a bankers acceptance, although the plaintiffs did
send another letter of credit, it was still denied, and the defendants never
receded from their first position or expressed any readiness to ship the goods on
receiving the bankers acceptance and it is clear that they were not prepared to
do so, it is clear to see that the plaintiffs treated the contract as still subsisting
and could not treat the defendants as having broken it, but when the plaintiffs
found that the defendants were inflexible and would not perform the contract,
there is a right to treat is as at an end and to bring an action for its breach.
(Ripley v McClure, Cort v Ambergate)
 It is sufficient to say that whilst the plaintiffs were always ready and willing to
perform the contract on their part, the defendants wrongfully and persistently
refused to perform the contract on their part; and before action there was a
breach by the defendants not waived by the plaintiffs, therefore he gives
judgement for the plaintiffs of 375l

What is the ‘rule of the case’ (ratio decidendi) – this may be different for each judge
giving a judgment.

Revocation must be communicated to the offeree so that the offeree has knowledge of
the revocation, and mere posting of a revocation is not sufficient communication.

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