Felthouse v Bindley (1862) 11 CB (NS) 869
Facts
An uncle negotiated with his nephew to buy a horse. After a misunderstanding about price, the uncle wrote that if he heard no more he would consider the horse his at the proposed figure. The nephew intended to sell to his uncle and instructed an auctioneer not to include the horse in a sale, but did not communicate acceptance to the uncle before the auction. The auctioneer sold it by mistake. The uncle then sued the auctioneer in conversion, making ownership before the auction a central issue.
Legal Issue
Had the nephew effectively accepted the uncle’s proposal before the auction, giving the uncle the proprietary right needed to sue the auctioneer?
Held
The court held that the uncle had not acquired ownership through the alleged sale before the auction. He could not impose acceptance on his nephew by stating that silence would make the horse his. Although the nephew apparently intended the uncle to have it, that intention had not been communicated in a manner concluding the bargain at the relevant time.
The conversion claim therefore failed because the uncle lacked the necessary proprietary right when the auctioneer sold the horse. Later correspondence could not retrospectively supply it for that completed interference. The case does not mean that acceptance always requires express words: conduct may communicate agreement. Its central objection is to treating the offeree's silence or uncommunicated intention as acceptance merely because the offeror says so.
⭐ Legal Principle
An offeror cannot ordinarily impose contractual acceptance by declaring that silence will count as assent. The offeree's uncommunicated intention is insufficient. Acceptance may occur through conduct or another recognised method, but the offeror must establish an effective agreement before relying on resulting contractual or proprietary rights.
Significance
Felthouse is the standard authority against imposing acceptance through silence. Its procedural setting explains the importance of timing: the uncle needed title before the auction to sue in conversion. It should not be used to deny acceptance by conduct or to ignore a established course of dealing in a different case. The key question is whether assent was objectively manifested through an effective method, not whether a party privately wished the transaction to go ahead.
Common exam questions about this case
Why did the uncle’s statement about silence not conclude the sale?
An offeror cannot require the recipient to reject a proposal in order to avoid being bound. The nephew's private intention did not amount to an effective acceptance communicated to the uncle. The alleged ownership therefore had not passed through a concluded bargain at the relevant time.
Why did the contract question arise in a claim against the auctioneer?
The uncle sued in conversion and needed to show that he held the relevant right to the horse when it was sold. That depended on the prior sale agreement with his nephew. Without effective acceptance before the auction, his intended purchase did not give him the title needed for that tort claim.
Does Felthouse rule out acceptance through actions?
No. Conduct can objectively communicate acceptance where the circumstances and offer permit it. Felthouse rejects the imposed significance of silence and an uncommunicated intention on its facts. A new problem requires examination of what the offeree actually did and whether that action effectively manifested agreement.