Summary of Dickinson v. Dodds, 2 Ch. D. 463 (1876).

Facts
On Wednesday, June 10, 1874 Dodds (D) sent Dickinson (P) a memorandum in which he agreed to sell a
specified piece of land for 800 pounds with the offer held open until 9AM the following Friday. Dickinson
alleged that he had decided to accept Dodds offer on Thursday morning but did not contact him
immediately because he thought he had until Friday morning to accept. On Thursday afternoon Dickinson
learned that Dodds had offered or agreed to sell the land to a third party. Dickinson wrote a note
accepting the offer and delivered it to his home, leaving it with his mother-in-law who neglected to give
the note to Dodds. On Friday morning before the original deadline to accept the offer, both Dickinson and
his agent gave Dodds a written acceptance of the offer. Dodds stated that he had already sold the land to
another party the previous day.
Dickinson sued for specific performance. The trial court found in Dickinsons favor and ordered that
Dodds convey the property to him and Dodds appealed.
Issue
Whether a promise to hold an offer open is binding where the other party does not accept until after
he learns that the offeror has already conveyed the property.
Holding and Rule
No. An open offer to sell terminates when the offeree learns that the offeror has already agreed to
sell to someone else.
The court stated that since Dickinson knew that Dodds offer had been implicitly withdrawn when he
learned that he had sold the property to someone else, there was no meeting of the minds at the time
acceptance was made and therefore a binding contract was not formed.
Disposition:
Judgment reversed.

Dickinson v. Dodds
Facts:
D signed and delivered a memo to P that said that he agreed to sell some property to P for 800
pounds. The offer was to be good until Friday at 9 A.M.
D sold the property to a third party.
P heard that D was selling the property to someone else, so he went to D's current residence and left
his acceptance of the offer with D's mother in law. She failed to ever give D the acceptance.
The next morning (Friday), P found D and gave him the acceptance before 9 A.M. D replied that it
was too late; the property had already been sold.
P sued D for performance and damages.
Procedural History:
Lower court found for P, contract enforceable.
Court of Appeal reversed, found for D, no contract formed.
Issues:
If there is an open offer that has not yet been accepted by the offeree, is the offeror barred from
making offers to other parties and is there a binding contract?
Holding/Rule:
When there is an open offer that has not yet been accepted by the offeree, there is no binding
contract, and the offeror is able to make the same offer to other parties.
An offer to sell real property is revoked when the offeree learns facts inconsistent with the
continued existence of the offer.
Reasoning:
The document was nothing but an offer; unless both parties had agreed, there was no concluded
agreement made. It was only an offer to sell.
The promise was not binding; at any time before a complete acceptance by P, D was free to do
whatever he wanted.
There is no principle that says that there must be an express withdrawal of the offer.
To constitute a contract, it must appear that the two minds were at one, at the same moment in
time. P knew D no longer wanted to sell him the property
A person cannot make an offer binding by accepting the offer, after he/she knows the offer was accepted
by someone else prior to the deadline madeTwo minds must be in full agreement of an offer being made,
and an offer being accepted.
An offeror is allowed to revoke the contract before it has been acceptedthey have the power to do so.
Its even for both sidesgive the acceptor way to much leverage to decide when he or she wants to accept
an offer.