Adams v. Lindsell

Lindsell (defendant) was a wool dealer. Adams (plaintiff) operated a woolen-manufacturing business. On September 2, Lindsell mailed a letter to Adams. The letter offered to sell Adams a certain amount of wool. The letter stated that Adams could accept the offer by sending a written acceptance “in course of post,” meaning sent through regular mail. Based on the timing of the mail, Lindsell expected to receive a response from Adams by September 7. However, Lindsell had heard nothing from Adams by September 7 and assumed Adams did not want to buy the wool. On September 8, Lindsell sold the wool to someone else. On September 9, Lindsell received a response from Adams accepting Lindsell’s offer. It turned out that Lindsell had sent the offer to the wrong address, which meant Adams had received the letter two days later than Lindsell expected, on September 5. Adams immediately accepted the offer and mailed the acceptance the same day, on September 5. By the time Lindsell received the acceptance on September 9, there was no more wool to sell. Adams sued Lindsell for breach of contract, seeking damages. Lindsell argued that no contract had been formed at the time the wool was sold to the third party because Lindsell had not yet received the reply letter from Adams accepting the offer. The trial court rejected this argument and entered judgment for Adams. Lindsell moved for a new trial in the High Court of Justice, King’s Bench Division.