of cases, if not the decisions themselves, have to some extent overstepped the true principles of contract. The later cases of Spencer v. Harding and Harris v. Nickerson (h) make it pretty clear, however, that these refinements are not likely to be extended. be a real accept Another difficulty (though for English lawyers it should Must there not be a serious one) is raised by the suggestion that in these cases the first offer or announcement is not a mere ance? proposal, but constitutes at once a kind of anomalous Theory of floating floating contract with the unascertained person, if any, who obligation. shall fulfil the prescribed condition. A vinculum iuris with one end loose is on principle an inadmissible conception, to say nothing of the inconvenience which would come from treating the offer as an irrevocable promise. Savigny quite justly held that on this theory the right of action could not be supported; but he strangely missed the true explanation (i). To a certain extent, however, this notion of a floating obligation is countenanced by the language of the judges in the cases above discussed; and it also receives some apparent support from the much earlier case of Williams v. Carwardine (k). There a reward had been offered by the defendant for information which should lead to the discovery of a murder. A statement which had that effect was made by the plaintiff, but not to the defendant, nor with a view to obtaining the reward, nor, for aught that appears, with any knowledge that a reward had been offered. The Court held, nevertheless, that the plaintiff had a good cause of action, because the motive with which the information was given was immaterial: on which it must be observed that the question is not of motive but of intention. The decision. sets up a contract without any animus contrahendi. If it be now law (which may be doubted), it goes to show that (h) P. 17, above. (i) Obl. 2, 90. It is the more strange inasmuch as within a couple of pages he does give the true analysis for the not dissimilar case Revocation of offer by ment. in this class of cases there may be an acceptance constituting a contract without any communication of the proposal to the acceptor, or of the acceptance to the proposer. But the statement of Parke, J. that "there was a contract with any person who performed the condition mentioned in the advertisement," is rather ambiguous; it savours of the notion that there is an inchoate or unascertained obligation from the first publishing of the offer. And if such were indeed the ratio decidendi, we need not hesitate to say that at the present day it cannot be maintained. The modern cases not already cited have turned only on the question whether the party claiming the reward had in fact performed the required condition according to the terms of the advertisement (1). The Supreme Court of the United States held a few years ago that a general proposal made by public announceadvertise- 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" (m). 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. Other general proposals not being 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 reward. whose hands they might come. offers of Ex parte In Ex parte Asiatic Banking Corporation (n), the follow (1) References were given in former editions of this work (p. 175, 2nd ed.). (m) Shuey v. United States, 2 Otto (92 U. S.) 73. (n) 2 Ch. 391. ing letter of credit had been given by Agra and Master- Asiatic man's Bank to Dickson, Tatham and Co. Banking "No. 394. You are hereby authorized to draw upon this bank at tion. 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 advancing 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 (0). 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 (0) 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 very 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 free from culty in Denton v. G. N. R. instance an express request to persons negotiating bills Co. Statute of and con advertise ment: dicta in Williams under it to indorse particulars) there may be inferred Another instance of contracts made by general offer is in the documents called "advance notes," by means of 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 (9). 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 (). 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 (p) See however Shuey v. United States, p. 20, above. (9) See McKune v. Joynson, 5 C. B. N. S. 218, 28 L. J. C. P. 133. These advance notes are now illegal. Mer chant Seamen (Payment of Wages and Rating) Act, 43 & 44 Vict. c. 16, 8. 2. (r) Williams v. Byrnes, 1 Moo. P. C. C, N. S. 154. indicated as far as the nature of the transaction would admit (s). 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 (t). We are not aware of the point having arisen in any later case. The opinion here expressed by the Court is worth noticing for 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. Revocation. A proposal may be revoked at any time before accept- Revocaance but not afterwards. For before acceptance there is no agreement, and therefore the proposer cannot be bound to anything (u). 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 contract to that effect, founded on a distinct consideration. If in the morning A. offers goods 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. (3) Per Stephen, C. J. at pp. 167, 184. (f) 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. (2) The same rule applies to a proposal to vary an existing agreement: Gilkes v. Leonino, 4 C. B. N. S. 485. tion of proposal. Cooke v. Oxley. |