Adams v. Lindsell (1818) — The Postal (Mailbox) Rule in Contract Law
Primary: Adams v. Lindsell; postal rule; mailbox rule; acceptance by post
Secondary: offer and acceptance; misaddressed letter; contract formation; wool sale
Quick Summary
The Court said an acceptance by post becomes binding the moment it is posted, not when it arrives. Here, the offeror misaddressed the offer. The buyer still posted acceptance in time. A contract existed before the seller resold the wool.
- Postal Rule: posted = accepted.
- Delays caused by the offeror do not harm the acceptor.
- Prevents endless wait for receipt confirmations.
Issues
- Was a binding contract formed before the wool was sold to a third party?
- Is the defendant liable for loss caused by selling the goods despite posted acceptance?
Rules
- Postal (Mailbox) Rule: Acceptance is effective when the letter of acceptance is properly posted.
- Purpose: Avoid infinite regress of waiting for receipts and counter-receipts.
- Offeror-caused delay or error cannot defeat a timely acceptance.
Facts — Timeline
Optional
Offer Sent (2 Sept)
Seller offers to sell wool; asks for answer “in course of post”. Letter is misaddressed by the seller.
Offer Received (5 Sept, evening)
Buyer gets the letter late because of the mistake, and immediately posts acceptance the same evening.
Seller Resells (7 Sept)
Before receiving the acceptance, seller sells the wool to someone else.
Acceptance Delivered (9 Sept)
Seller receives the buyer’s acceptance (which would have arrived earlier but for the seller’s misdirection).
Arguments — Appellant vs Respondent
Buyer (Adams / Appellant)
- Acceptance was posted in time → contract complete on posting.
- Delay was seller’s fault (wrong address).
- Resale breached the formed contract.
Seller (Lindsell / Respondent)
- No binding contract until receipt of acceptance.
- Sold in good faith when no reply had arrived.
Judgment
Contract on Posting
The Court held that a postal acceptance binds the offeror when it is posted. Otherwise, both sides would wait for receipts forever. The seller’s misaddressed letter caused the delay and could not defeat the buyer’s timely acceptance.
Ratio Decidendi
- When post is a reasonable mode of acceptance, a contract forms at the moment of posting.
- Offeror-caused postal errors cannot undo a timely acceptance.
Why It Matters
The case sets a clear timing rule for acceptances sent by post and influences how courts allocate communication risk in contract formation.
Key Takeaways
- Postal acceptance binds on posting.
- Receipt is not required to form the contract.
- Invite post = bear postal risk.
- Misaddressing by offeror won’t defeat acceptance.
- Use clear clauses to specify when acceptance is effective.
- Email/instant messaging generally follow receipt rules.
Mnemonic + 3-Step Hook
Mnemonic: “POP” — Post • On • Posting
- Post: Post is an accepted mode.
- On: Contract forms on posting.
- Posting: Offeror carries delay risk.
IRAC Outline
Issue
Was a contract formed before resale when acceptance was posted but not yet received?
Rule
Postal Rule: acceptance effective on posting where post is a reasonable mode.
Application
Buyer posted acceptance promptly; delay was due to seller’s misdirection. Contract formed on posting.
Conclusion
Binding contract existed; seller liable for selling to a third party.
Glossary (Easy English)
- Postal (Mailbox) Rule
- Acceptance is complete when the letter is properly posted.
- Invitation to Treat
- An invitation to negotiate, not a binding offer.
- Misaddressed Letter
- A letter sent to the wrong address, causing delay; the sender bears that risk.
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