offer by advertise ment. Other general proposals not being offers of Ex parte ment may be effectually revoked by an announcement of equal publicity, such as an advertisement in the same newspaper, even as against a person who afterwards acts on the proposal not knowing that it has been revoked. For "he should have known," it is said, "that it could be revoked in the manner in which it was made" (a). In other words, the proposal is treated as subject to a tacit condition that it may be revoked by an announcement made by the same means. This is, perhaps, a convenient rule, and may possibly be supported as a fair inference of fact from the habits of the newspaper-reading part of mankind yet it seems a rather strong piece of judicial legislation. We may add one or two miscellaneous instances of general proposals, not being offers of reward, which have been dealt with as capable of acceptance by any one to whose hands they might come. In Ex parte Asiatic Banking Corporation (b), the following letter of credit had been given by Agra and Masterman's Bank to Dickson, Tatham and Co. "No. 394. You are hereby authorized to draw upon this bank at six months sight, to the extent of £15,000 sterling, and such drafts I undertake duly to honour on presentation. This credit will remain in force for twelve months from this date, and parties negotiating bills under it are requested to indorse particulars on the back hereof. The bills must specify that they are drawn under credit No. 394, of the 31st of October, 1865." The Asiatic Banking Corporation held for value bills drawn on the Agra and Masterman's Bank under this letter; the Bank stopped payment before the bills were presented for acceptance, and Dickson, Tatham, and Co. were indebted to the Bank in an amount exceeding what was due on the bills: but the Corporation claimed nevertheless to prove in the winding-up for the amount, one of the grounds being " that the letter shown to the person ad (a) Shuey v. United States, 2 Otto (92 U. S.) 73. (b) 2 Ch. 391. free from Denton v. vancing money constituted, when money was advanced on the faith of it, a contract by the Bank to accept the bills." Cairns, L.J., adopted this view, holding that the letter did amount to "a general invitation" to take bills drawn by Dickson, Tatham, and Co. on the Agra and Masterman's Bank, on the assurance that the Agra and Masterman's Bank would accept such bills on presentation; and that the acceptance of the offer in this letter by the Asiatic. Banking Corporation constituted a binding legal contract against the Agra and Masterman's Bank (a). The diffi- This case culties above discussed do not seem to exist in this case. the diffiFrom an open letter of credit (containing too in this culty in instance an express request to persons negotiating bills G. N. R. under it to indorse particulars) there may be inferred Co. without any violence either to law or to common reason a proposal or request by the author of the letter to the mercantile public to advance money on the faith of the undertaking expressed in the letter. This undertaking must then be treated as addressed to any one who shall so advance money: the thing to be performed by way of consideration for the undertaking is definite and substantial, and is in fact the main object of the transaction. If any question arose as to a revocation of the proposal, it would be decided by the rules which apply to the revocation of proposals made by letter in general (b). Another instance of contracts made by general offer is in the documents called "advance notes," by means of very (a) In Scott v. Pilkington, 2 B. & S. 11, 31 L. J. Q. B. 81, on the other hand, an action was brought on a judgment of the Supreme Court of New York on a similar state of facts. The decision of the English Court was that the law applicable to the case was the law of New York, and that the judgment having been given by a court of competent jurisdiction in a case to which the local law was properly applicable, there was no room to question its correctness in an English court. So far as any (b) See however Shuey v. United Statute of and con advertise. ment: dicta in Williams which sailors' wages used commonly to be paid. The form was a promise to pay so much to any one who should advance so much on the document to a named person (the sailor), and the person who made the advance could thereupon sue for the promised amount (a). The bearing of the Statute of Frauds on these contracts made by advertisements or general offers has been distracts by cussed incidentally in a case brought before the Judicial Committee of the Privy Council on appeal from the Supreme Court of New South Wales (b). It is settled v. Byrnes. that the requirements of the statute in the cases where it applies are generally not satisfied unless the written evidence of the contract shows who both the contracting parties are. But it was suggested in the Colonial Court that in the case of a proposal made by advertisement, where the nature of the contract (e.g. a guaranty) was such as to bring it within the statute, the advertisement itself might be a sufficient memorandum, the other party being indicated as far as the nature of the transaction would admit (c). The Judicial Committee, however, showed a strong inclination to think that this view is not tenable, and that in such a case the evidence required by the statute would not be complete without some further writing to show who in particular had accepted the proposal. It was observed that as a matter of fact the cases on advertisements had been of such a kind that the statute did not apply to them, and it was a mere circumstance that the advertisement was in writing (d). We are not aware of the point having arisen in any later case. The opinion here expressed by the Court is worth noticing for (a) See McKune v. Joynson, 5 C. B. N. S. 218, 28 L. J. C. P. 133. These advance notes are now made illegal after Aug. 1, 1881. Merchant Seamen (Payment of Wages and Rating) Act, 43 & 44 Vict. c. 16, s. 2. (b) Williams v. Byrnes, 1 Moo. P. C. C. N. S. 154. (c) Per Stephen, C. J. at pp. 167, 184. (d) See at p. 198. The language of the head-note is misleading; there is no suggestion in the judgment of any such proposition of law as that the Statute of Frauds is not applicable to contracts made in this manner. another reason. It is an authority in favour of the view which we have adopted as the only sound one, namely, that there is no anomalous contract, but a contract between ascertained persons which is constituted by the acceptance of the proposal. 2. A proposal may be revoked at any time before accept- Revocaance, but not afterwards. tion of proposal. For before acceptance there is no agreement, and therefore the proposer cannot be bound to anything (a). So that even if he purports to give a definite time for acceptance, he is free to withdraw his proposal before that time has elapsed. He is not bound to keep it open unless there is a distinct collateral contract to that effect, founded on a distinct consideration. If in the morning A. offers goods Cooke v. Oxley. to B. for sale at a certain price, and gives B. till four o'clock in the afternoon to make up his mind, yet A. may sell the goods to C. at any time before four o'clock, so long as B. has not accepted his offer (b). But if B. were to say to A.: "At present I do not know, but the refusal of your offer for a definite time is worth something to me; I will give you so much to keep it open till four o'clock" (or even, it may be, "If you will keep it open till four o'clock, then, in the event of my taking the goods, I will add so much to the price ") (c), and A. were to agree to this, then A. would be bound to keep his offer open, not by the offer itself, but by the subsequent independent contract. If A. on Wednesday hands to B. a memorandum offering to Dickinson sell a house at a certain price, with a postscript stating that ". Dodds. the offer is to be "left over" till nine o'clock on Friday morning, A. may nevertheless sell the house to C. at any time before the offer is accepted by B. (a) The same rule applies to a proposal to vary an existing agreemeut; Gilkes v. Leonino, 4 C. B. N. S. 485. (b) Cooke v. Oxley, 3 T. R. 653; affd. in Ex. Ch., see note: and for consideration of criticisms which have been made upon the case, see If B., having heard Benjamin on Sale, 51–55. (c) See G. N. Ry. Co. v Witham, L. R. 9 C. P. 16: combining this with the principle of Hochster v. De la Tour, 2 E. & B. 678, 22 L. J. Q. B. 455, and Frost v. Knight, L. R. 7 Ex. 111, one may get the result in the text. v. Determi nation of proposal or reason of A.'s dealing with C., tenders a formal acceptance to A., this is inoperative (a). It is different in the modern civil law. There a promise to keep a proposal open for a definite time is treated as binding, as indeed there appears no reason why it should not be in a system to which the doctrine of consideration is foreign: nay, there is held in effect to be in every proposal an implied promise to keep it open for a reasonable time (b). In our own law the effect of naming a definite time in the proposal is simply. negative and for the proposer's benefit: that is, it operates as a warning that an acceptance will not be received after the lapse of the time named, not as an undertaking that if given sooner it shall be. In fact, the proposal so limited comes to an end of itself at the end of that time, and there is nothing for the other party to accept. This leads us to the next rule, namely: 3. The proposer may prescribe a certain time within which the proposal is to be accepted, and the manner and by lapse of form in which it is to be accepted. If no time is preprescribed scribed, the acceptance must be communicated to him. within a reasonable time. In neither case is the acceptor answerable for any delay which is the consequence of the proposer's own default. If no manner or form is prescribed, the acceptance may be communicated in any reasonable or usual manner or form. able time. This is almost self-evident, standing alone; we shall see the importance of not losing sight of it in dealing with certain difficulties to be presently considered. Note, however, that though the proposer may prescribe a form or time of acceptance, he cannot prescribe a form or time of refusal, so as to fix a contract on the other party if he does not refuse in some particular way or within some particular time (c). Among other conditions, the (a) Dickinson v. Dodds (C. A.), 2 Ch. D. 463. The case suggests, but does not decide, another question which will be presently considered. proposal may prescribe a (b) Vangerow, Pand. § 603 (3, 253); see L. R. 5 Ex. 337, n. (c) Felthouse v. Bindley, 11 C. B. N. S. 869, 875, 31 L. J. C. P. 204. |