Scriven Bros & Co v Hindley & Co [1913] 3 KB 564
Facts
Scriven offered hemp and tow for sale by auction. Although they were distinct commodities, the catalogue used shipping marks which did not clearly distinguish the lots. Samples and markings in the showroom did not remove the confusion for Hindley, whose representative intended to bid for hemp but bid on a lot of tow. The seller sought the auction price after Hindley refused to pay. The circumstances of the catalogue, samples and trade practice mattered because they helped create the buyer’s understanding of which commodity was being offered.
Legal Issue
Could the seller enforce an apparent auction agreement where its presentation contributed to the buyer bidding for a different commodity from the one the seller intended to sell?
Held
Lawrence J held that the seller could not recover the price. The parties were dealing at cross-purposes about the commodity, and the seller’s presentation had contributed to the misunderstanding. The seller could not use the buyer’s apparent assent to establish a contract by estoppel while responsible for the confusion on which it relied. The judge rejected the supposed duty of the buyer to correct latent defects in the seller’s catalogue by a sufficiently searching inspection. A purchaser examining samples ordinarily does so for its own protection, not to discharge a general obligation owed to the seller. The decision therefore concerned an ambiguity about subject matter caused or contributed to by the seller, rather than a disappointed buyer’s error about market value.
⭐ Legal Principle
A seller cannot necessarily enforce apparent assent where its own misleading presentation causes or contributes to a fundamental misunderstanding about the subject matter. Scriven distinguishes that situation from a buyer’s private error about value and rejects a supposed general duty to correct the seller’s catalogue through inspection.
Significance
Scriven is useful for examining how objective agreement operates when the seller’s conduct creates ambiguity. The outcome should not be reduced to the parties having different private thoughts; their outward dealings and responsibility for the misunderstanding were crucial. The distinction between hemp and tow also matters: this was not simply paying too much for the correct goods. A problem answer should identify what the offer reasonably conveyed and whether the party seeking enforcement caused or knew of the relevant error.
Common exam questions about this case
Why was this more than a mistake about value?
Hindley intended to buy hemp, while the lot contained tow, a distinct commercial commodity. The misunderstanding therefore concerned what was being sold. A buyer who correctly identifies the goods but misjudges their resale value presents a different question and cannot invoke Scriven simply because the bargain proves disappointing.
Did the buyer owe a general duty to discover the catalogue error?
The judge rejected that approach. Inspecting samples was for the buyer’s protection, and the seller could not assume that the buyer had to correct the seller’s ambiguous presentation. The judgment’s discussion of negligence should not be converted into a universal duty owed by purchasers to vendors during inspection.
Does Scriven mean subjective disagreement always prevents a contract?
No. Contract formation generally uses an objective assessment. Scriven involved a specific seller-created confusion about the commodity and an attempt to enforce apparent assent despite that contribution. An answer must explain those features rather than assume that any undisclosed misunderstanding defeats an otherwise clear offer and acceptance.