Henthorn v Fraser [1892] 2 Ch 27
Facts
After negotiations to buy property, Henthorn received a written offer at the building society's office allowing a period to consider a stated price. The society subsequently agreed terms with another buyer and posted a withdrawal to Henthorn. Before that withdrawal reached him, his solicitor posted a letter accepting the offer. The society refused to proceed, saying its earlier posting had revoked the proposal. Henthorn sought enforcement. The Court of Appeal considered whether postal acceptance was contemplated despite the offer being handed over in person, and when the competing communications became effective.
Legal Issue
Was postal acceptance contemplated, and did it conclude the agreement before the posted withdrawal was effectively communicated to the purchaser?
Held
The Court of Appeal held that acceptance was effective when posted. Although the offer had been handed over in person, the circumstances made use of the post for acceptance reasonably contemplated. The postal rule therefore applied to the properly sent acceptance.
The attempted withdrawal was different: posting a revocation did not make it effective. It had to be communicated before the acceptance took effect. Because the acceptance was posted before withdrawal reached the claimant, the attempted revocation was too late. The stated period for considering the offer did not itself require the court to find a separately binding option. The case therefore distinguishes the use of post for acceptance from its use for a notice withdrawing the offer.
⭐ Legal Principle
The postal rule can apply even where the offer was made in person, if postal acceptance was reasonably contemplated. Acceptance then takes effect on posting, subject to the offer's terms. Revocation generally requires communication and is not made effective merely by posting its notice.
Significance
Henthorn explains when the postal rule is available, while contrasting it with revocation. It is useful alongside Household Fire on a lost acceptance and Holwell Securities on an express requirement for notice which excludes the rule. The decision does not mean that every offer remaining open for a stated time is irrevocable. The decisive sequence was a valid postal acceptance before effective withdrawal, so a timeline is often the clearest way to apply the case.
Common exam questions about this case
Could the postal rule apply to an offer delivered in person?
Yes. The question was whether postal acceptance was reasonably contemplated in the circumstances, not whether the offer itself arrived by post. Henthorn therefore rejects a rigid symmetry requirement. The actual wording can still exclude the rule, as an express receipt-based requirement may do.
Why did posting the withdrawal not defeat the acceptance?
Revocation required communication, whereas the contemplated postal acceptance took effect when posted. The acceptance occurred before the withdrawal reached the offeree. Applying the postal rule to both messages would erase the distinction on which the case turns and produce the wrong chronology.
Was a promise to keep the offer open the decisive protection?
The decision did not need a separately enforceable option to explain the result. The claimant accepted effectively before revocation was communicated. A stated period for consideration raises its own question of enforceability; the timing of acceptance and withdrawal should therefore be analysed independently of any option argument.