Legal Case Summary
Henthorn v Fraser [1892] 2 Ch 27
Contract – Postal Rule – Contract Formation – Specific Performance – Acceptance – Offer
Facts
The complainant and the defendant had been negotiating the purchase price of houses. An original offer to buy the houses for £600 had been rejected. The defendant, Mr Fraser, handed the complainant, Mr Henthorn, a note that detailed an option to sell the property for £750, which would be valid for 14 days. While this offer was being considered, another buyer was interested and the defendant concluded a contract with them instead. The next day, the defendant then withdrew the offer to the complainant by post. This note did not reach Mr Henthorn until 5pm. In this time, Mr Henthorn had already responded to the offer by post with an unconditional acceptance to buy the houses for £750. But, this was not delivered to Mr Fraser until the office was closed and he did not read this acceptance until the morning.
Issue
The issue in this case concerned the revocation of the offer. This was completed before the postal acceptance of the offer was received. It was for the court to decide whether the acceptance of the offer was valid or if the contract had been revoked successfully before the acceptance.
Decision/Outcome
The court held that the offer was valid and an order for specific performance made for £750 to purchase the property. The postal rule in Adams v Lindsell would apply, which stated that it would be reasonable for acceptance of an offer to take place by post. However, this rule would not apply to the revocation of an offer. Post was a way of communicating offer acceptance, but the acceptance itself is completed as soon as it is posted. This was reasonable to expect since both parties lived in different towns.
Updated 19 March 2026
This case summary of Henthorn v Fraser [1892] 2 Ch 27 remains legally accurate. The postal rule as established in Adams v Lindsell (1818) 1 B & A 681 and confirmed in this case continues to represent the common law position in English contract law: acceptance by post takes effect at the moment of posting, not on receipt, provided it is within the reasonable contemplation of the parties that the post might be used. The important distinction drawn in the case — that the postal rule applies to acceptance but not to revocation of an offer — also remains good law. Revocation must be communicated to and received by the offeree before it is effective.
Readers should note that the postal rule is a default common law rule and may be excluded by the express or implied terms of an offer. Additionally, the rule has limited application in the context of modern electronic communications: the Electronic Commerce (EC Directive) Regulations 2002 (SI 2002/2013) and general principles of contract law treat electronic acceptances differently, with acceptance of an online offer generally taking effect on receipt rather than dispatch. The Law Commission has previously considered reform of contract formation rules in electronic contexts, though the postal rule itself has not been abolished by statute and Henthorn v Fraser remains a leading authority for the rule as it applies to postal acceptance.
