Adams v Lindsell is the 1818 English case that created the postal rule in contract law: when acceptance of an offer is sent by mail, the contract is formed the moment the letter is posted, not when it arrives. The decision placed the risk of postal delay on the party making the offer and gave merchants trading at a distance a workable point at which a deal became binding.1Justia. Adams v. Lindsell, 106 ER 250
What Happened
In September 1817, wool dealers in St. Ives wrote to manufacturers in Bromsgrove offering to sell eight hundred tods of wether fleeces. The letter asked for a reply in the ordinary course of the post. The dealers misaddressed it, sending it to Bromsgrove, Leicestershire, rather than Bromsgrove, Worcestershire, and the letter arrived late.1Justia. Adams v. Lindsell, 106 ER 250
- September 2: The dealers mailed the offer.
- September 5: The manufacturers received it at 7 p.m. and posted their acceptance the same night.
- September 7: The dealers had expected a reply by this date and had heard nothing.
- September 8: The dealers sold the wool to another buyer.
- September 9: The acceptance letter reached the dealers.
The manufacturers sued for non-delivery of the wool.1Justia. Adams v. Lindsell, 106 ER 250
What the Court Decided
The court held that a binding contract came into existence when the manufacturers put their acceptance in the mail on the evening of September 5. Because the deal was already formed by then, the dealers’ sale to another buyer on September 8 was a breach.1Justia. Adams v. Lindsell, 106 ER 250
The Court’s Reasoning
Two ideas carried the decision. First, if a contract could not be formed until the offeror actually received the acceptance, no agreement by post could ever be complete. The accepting party would then need confirmation that their reply had arrived, and the offeror would need confirmation of that confirmation, and so on without end. Treating the moment of posting as the moment of formation cut off that regress.1Justia. Adams v. Lindsell, 106 ER 250
Second, the judges said the dealers must be treated in law as making the same offer during every moment their letter was in transit, so the offer was still open when it reached the manufacturers on September 5. And because the delay was the dealers’ own fault, having misaddressed the letter, they had to bear its consequences.1Justia. Adams v. Lindsell, 106 ER 250
Why the Case Still Matters
Adams v Lindsell is the source of the postal acceptance rule that contract law students still learn and that later courts have refined for other forms of communication. Its practical contribution was to give parties trading across a distance a fixed moment at which they could rely on the deal being done: the moment the acceptance leaves their hands and enters the post.