Dickinson v Dodds
Ct. of App. 1876
Author:- Sam Biers

Relevant Facts: On the10th of June Def Dodds signed and delivered a memorandum to Pl Dickinson.  Said memo contained language, agree to sell; for the sum; and a description of real property.  It also contained specific date, time of acceptance. PL discovered Df was eliciting the sale elsewhere and submitted a letter of acceptance to Df’s mother-in-law at 7:30 p.m. prior to the evening of the deadline.  Df never received the letter.  A duplicate was delivered to Df the next morning, but Df refused to accept it.  Df had sold the property the previous day.

Legal Issue(s): Whether the time limit acts solely as an express offer to purchase, or whether Df is free to sell to another in lieu of a formal acceptance?

Court’s Holding: Df was free to a sell the property to another in absence of acceptance.

Procedure: Pl Dickinson brought suit seeking specific performance of a supposed K; injunctive relief against conveyance; declaratory judgment that subsequent purchaser is a trustee. D. Ct. found for PL.  Dismissed with cost to Df.

Law or Rule(s): There is no requirement that an express or actual withdrawal of the offer is mandated.  To constitute a K, the two minds were at one, at the same moment in time, there was an offer continuing up to the time of acceptance.  If there was no such continuing offer, then the acceptance comes to nothing.

Court Rationale: Pl knew that Df was no longer minded to sell the property to him as plainly and clearly as Df had told him I withdraw my offer. Pl stated he heard that Df was seeking the purchase from another, and thinking that the Df could not withdraw his offer, Pl sought to fix him to it.  Pl went to m-i-law’s with a letter of acceptance knowing that the Df had changed his mind. Although the offer was expressly left open to PL until 9 a.m. it did not bind Df until accepted.  Pl did not accept and therefor no binding contract existed between the parties.  Two minds were not in agreement at one time, the time of acceptance.

 Plaintiff’s Argument: The memo contained explicit language binding the parties to a promise to contract until 9 a.m.

Defendant’s Argument: Until the Pl accepted the offer Df was free to dispose of the property as he saw fit.

Nudum pactum - a naked pact or voluntary promise.