This advice will consider the communications between Charles, David, and Edward to determine whether any legally binding contracts have been formed. To do so, it is necessary to apply the rules of offer and acceptance to the facts of the scenario. The main issues are the legal status of Charles's initial voicemail, the effect of David's communications, and the validity of Edward's acceptance.
The Nature of Charles’s Voicemail
The first step is to establish whether Charles’s (C) voicemail message constitutes a formal legal offer or an invitation to treat. An invitation to treat is an invitation for others to make offers, which the original party is then free to accept or reject, as seen in cases involving advertisements such as Partridge v Crittenden [1968] 1 WLR 1204. An offer, by contrast, is a clear statement of terms on which the offeror is prepared to be bound if accepted by the offeree.
Here, C’s message stated he "will sell the bricks for £25000 to the first person to reply". The language used demonstrates a clear intention to be bound by the terms stated. The specificity of the price (£25,000) and the precise condition for acceptance ("to the first person to reply… before close of business that day at 17:00") strongly suggests this is a unilateral offer. This is similar to the case of Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256, where an offer was made to anyone who performed a specific condition. Therefore, C’s message is an offer which can be accepted by the first person (either David or Edward) who meets the specified conditions.
Charles’s Position with David
David (D) responded to C’s offer by telephoning and suggesting he would pay £20,000. This is not an acceptance of C’s offer for £25,000. Instead, it is a counter-offer. The legal effect of a counter-offer, as established in Hyde v Wrench (1840) 49 ER 132, is to destroy the original offer, making it incapable of subsequent acceptance. C explicitly rejected D’s counter-offer by saying "no".
Consequently, when D later made a second call at 16:56 and left a voicemail agreeing to pay the original £25,000, he was no longer in a position to accept C's initial offer. That offer had been terminated by his own counter-offer. Legally, D’s second voicemail is a new offer made by D to C to purchase the bricks for £25,000. As C only listened to this message the following morning, he has not communicated any acceptance of it. Therefore, there is no contract between Charles and David.
Charles’s Position with Edward
Edward (E), unlike David, did not make a counter-offer, so C’s original offer to him remained open. E attempted to accept this offer by telephoning at 16:59 and leaving a voicemail agreeing to pay £25,000. This falls within the time limit of 17:00 set by C. The crucial legal question is whether this acceptance was effectively communicated.
The general rule for instantaneous methods of communication, such as telephone and telex (and by analogy, voicemail), is that acceptance is only effective when it is received by the offeror (Entores v Miles Far East Corp [1955] 2 QB 327). However, the case of Brinkibon Ltd v Stahag Stahl [1983] 2 AC 34 clarified that there is no universal rule, and the outcome may depend on the context, particularly regarding messages sent within or outside of office hours. Where a message is sent to a business during normal office hours, it is generally considered to be communicated upon receipt by the machine, regardless of when it is actually read or heard by the recipient.
In this scenario, C’s offer specified acceptance by reply "at his office before close of business… at 17:00". E’s call at 16:59 was within this specified period. The fact that C chose to leave his office early at 16:55 is his own responsibility. The acceptance was received on his office voicemail at 16:59, and it is reasonable to consider this as effective communication at that point. Since D's earlier communication at 16:56 was not a valid acceptance but a new offer, E is the "first person to reply" in a manner that constitutes a valid acceptance of C's unilateral offer.
Advice to Charles
In conclusion, Charles is advised as follows:
- Regarding David: Charles has no contractual liability to David. David’s counter-offer terminated the original offer, and his subsequent message was merely a new offer from David which Charles has not accepted.
- Regarding Edward: Charles has most likely formed a binding contract with Edward. C’s voicemail was a unilateral offer which E validly accepted at 16:59 by meeting all the stated conditions. He was the first person to validly accept. The acceptance was communicated effectively when the voicemail was received at C’s office before the 17:00 deadline.
Therefore, Charles is contractually bound to sell the bricks to Edward for £25,000. If he refuses to do so, or sells them to someone else, he will be in breach of contract and Edward would be entitled to sue him for damages.
References
Brinkibon Ltd v Stahag Stahl [1983] 2 AC 34
Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256
Entores v Miles Far East Corp [1955] 2 QB 327
Hyde v Wrench (1840) 49 ER 132
Partridge v Crittenden [1968] 1 WLR 1204
