Brogden v Metropolitan Railway Co: HL 1877

The plaintiff, Brogden, were suppliers of coal to the defendants, Metropolitan Railway. After some period of conducting business dealings on an informal basis, the parties decided to formalize their dealings. The defendant prepared a draft contract and sent it to the plaintiff. The plaintiff on receipt of the draft contract, made minor additions to it. The slightly modified document, now a counter offer, was sent back to the defendants, but the defendants never communicated their acceptance of the slightly modified draft back to the plaintiff. Afterwards, business continued as usual. A dispute arose between them and Brogden claimed there was no contract between them.

Issue:

1. Whether or not there was an acceptance of Brogden’s (counter) offer to Metropolitan Railway.

Holding:

1. It was held that there was an acceptance of Brogden’s offer by Metropolitan Railway.

Ratio Decidendi:

The conduct of Metropolitan Railway was deemed to constitute an acceptance of the counter offer made by Brogden when he slightly altered the draft document. Although there was no formal or overt acceptance by Metropolitan Railway, their performance of the terms of the contract was deemed to constitute acceptance.

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