What is the core rule from Boulton v. Jones?

If you intend to contract with a specific person, a different person cannot claim rights under that offer. Identity can be essential to consent.

Why did Jones not have to pay Boulton?

Jones addressed his order to Brocklehurst only. He never consented to deal with Boulton. So there was no contract with Boulton.

Is this a mistake case?

Yes. It is a mistake as to the identity of the contracting party. Because identity mattered to Jones, the contract failed.

Could Brocklehurst have sued?

Possibly. Brocklehurst might have adopted the act and sued for the price since the order was intended for him.

How is it used in exams?

Use it to show that consent is person-specific where identity is vital. Cite it when a buyer insists on a named seller.

Boulton v. Jones (1857)

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Quick Summary

Jones sent an order to Brocklehurst. Before the order was filled, the shop had been sold to Boulton. Boulton supplied the goods. Jones refused to pay Boulton because he never meant to deal with him.

Held: No contract with Boulton. When identity matters, a stranger cannot enforce the bargain.

Issues

Was there a contract between Boulton and Jones?
Was Jones bound to pay Boulton for the delivered goods?

Rules

If an offer is intended for a named person or a specific entity, someone else cannot accept it and claim rights under it.

Identity can be essential to consent. Without that consent, there is no agreement.

Facts (Timeline)

Timeline Visual

Timeline of events in Boulton v. Jones (1857)

Order Placed: Jones sends an order to Brocklehurst, a seller he knows and trusts.

Business Sold: Before the order is processed, Brocklehurst sells the business to Boulton.

Goods Delivered: Boulton supplies the goods to Jones under the same order.

Payment Dispute: Jones refuses to pay Boulton, saying he never intended to contract with him.

Arguments

Appellant: Boulton

Goods were ordered; goods were supplied. Payment should follow.
Sale of business should not defeat a routine order.
Jones got the benefit, so he should pay the supplier.

Respondent: Jones

The order was to Brocklehurst, not to Boulton.
Consent was person-specific; identity mattered to credit and trust.
No privity with Boulton; therefore, no duty to pay him.

Judgment

Held: There was no contract between Boulton and Jones. Jones had not agreed to deal with Boulton.

The court explained that the contract failed due to a mistake as to identity. Brocklehurst might have adopted the delivery and sued, but Boulton could not enforce a bargain that was never made with him.

Ratio Decidendi

When an offer is addressed to a specific person, acceptance by a different person does not create a contract. Identity can be a vital term; without matching identity, there is no consensus ad idem.

Why It Matters

Protects parties who rely on the reputation or credit of a named counterparty.
Clarifies that privity cannot be created by substitution without consent.
Used in cases of named tenders, exclusive suppliers, or trust-based dealings.

Key Takeaways

Identity matters: Consent is tied to the named party.
No backdoor enforcement: A stranger cannot step in and sue.
Credit and trust: Business credit can make identity essential.

Mnemonic + 3-Step Hook

Mnemonic: BOULton = Only the Named One

Name on the order controls the contract.
New seller cannot silently replace the named one.
No payment to a stranger without consent.

IRAC Outline

Issue	Rule	Application	Conclusion
Is Jones bound to pay Boulton?	Offer to a specific person cannot be accepted by another.	Order was to Brocklehurst. Boulton delivered without Jones’s consent.	No contract with Boulton; no payment due.

Glossary

Privity: Only parties to a contract can sue on it.
Consensus ad idem: Meeting of minds on the same thing in the same sense.
Mistake as to identity: Error about who the contracting party is; can void consent when identity is crucial.