Felthouse v. Bindley

(1862) 11 CBNS 869; 142 English Reports 1037Court of Common Pleas (England)1862Law of Contract I

Rule established

Silence or inaction cannot constitute acceptance of an offer; an offeror cannot impose acceptance by stipulating that silence shall amount to consent.

Facts

Paul Felthouse (plaintiff/uncle) wanted to buy a horse from his nephew, John
There had been previous discussions about price: a misunderstanding over £30 vs 30 guineas
The uncle wrote to the nephew: "If I hear no more about him, I consider the horse mine at £30 15s"
The nephew did not reply to this letter but mentally intended to sell to his uncle
The nephew instructed Bindley (defendant), an auctioneer, to keep the horse out of an upcoming auction sale
Bindley mistakenly sold the horse at auction

Issues

Whether the nephew's silence amounted to valid acceptance of the uncle's offer?
Whether an offeror can prescribe that silence or non-response shall constitute acceptance?

Held

The court held that no contract existed between the uncle and nephew
There had been no communication of acceptance: the nephew never replied
Silence cannot constitute acceptance: an offeror cannot impose a duty on the offeree to reject, thereby deeming silence as acceptance
Without a valid contract of sale, the uncle had no property right in the horse
The conversion claim against Bindley therefore failed

Ratio Decidendi

Acceptance of an offer must be communicated to the offeror; it cannot be inferred from mere silence or inaction. An offeror has no power to frame his offer in terms that impose acceptance on the offeree through failure to respond. Even if the offeree mentally intends to accept, the acceptance is ineffective until communicated. The law protects the offeree's freedom not to act.

How to use it in an exam

Core authority for: silence ≠ acceptance; acceptance must be communicated
Key principle for problem questions: "A writes to B saying 'If you don't reply by Friday I'll consider you have accepted'" → Felthouse = no contract from B's silence
Exceptions to note: (a) where offeree's conduct constitutes acceptance (performance); (b) where parties have a course of dealing where silence is understood as assent
Contrast with Carlill (acceptance by conduct/performance without verbal communication, but there the offeree actively performed, not merely stayed silent)

Source

Source: (1862) 11 CBNS 869; 142 ER 1037

This is an educational summary, not the judgment itself. Cite the reported version in professional or academic work.