Manchester Diocesan Council for Education v Commercial and General Investments Ltd [1970] 1 WLR 241

Manchester Diocesan Council invited tenders for property and indicated that the successful bidder would be notified by letter sent to the address given. Commercial and General Investments submitted a bid. The council communicated acceptance to the bidder's solicitors rather than initially using the stated address. A later letter was also sent to that address, around the time the bidder attempted to withdraw. The dispute concerned whether the earlier communication had already formed a contract, whether the offer had lapsed and whether the tender conditions made the specified notification route exclusive.

Was acceptance communicated through the tenderer's solicitors effective despite the indicated address, or did the offer require an exclusive method that had not been followed?

Buckley J held that the acceptance was effective. The stated method of notifying the successful tenderer was not expressed as the exclusive means by which agreement could be formed. Communication through the tenderer's solicitors was no less advantageous in the relevant circumstances. A prescribed method may have to be followed if the offer clearly makes it mandatory, but merely indicating a means of acceptance does not necessarily exclude another effective method. The offer had not otherwise lapsed before the effective acceptance. The decision therefore required construction of the tender arrangements and assessment of the communication, rather than a general rule allowing an offeree to disregard instructions whenever convenient.

Where an offer indicates a method of acceptance without making it exclusive, another method no less advantageous to the offeror may suffice. A clearly mandatory method must be respected. The wording, purpose and effectiveness of the communication determine which situation applies.

Manchester Diocesan is useful alongside Holwell and Entores when analysing acceptance. It separates a suggested communication route from a condition governing formation. The result does not make all methods interchangeable or excuse an acceptance that never reaches the appropriate recipient where communication is required. Begin with the offer's wording, ask whether exclusivity was intended and then assess the substitute method's effectiveness. Any issue of lapse or revocation remains separate and must be tested against the time at which acceptance became effective.