Offord v Davies (1862) 12 CBNS
Contract law – Formation of contract – Offer and acceptance
Facts
The defendant, in this case, agreed to secure money to advance to a third party on discount for the space of twelve calendar months. The defendant subsequently broke their promise and did not pay the plaintiff the sums of money that were required by the agreement. The plaintiff became liable to pay the bills of exchange, not paid for by the defendant, and this caused the plaintiff to lose the money that would have been earned had the bills been paid at the correct time. The defendants claimed that they had withdrawn their guarantee for the money before the first payment and therefore were not required to advance the money. The plaintiff argued that the defendant could not withdraw the offer and that they had not accepted the defendant’s withdrawal.
Issue
The court was required to establish whether the defendant had successfully withdrawn their offer to secure the money and importantly, whether this withdrawal had been accepted by the plaintiff. A key issue, in this case, was whether the plaintiff had relied on the agreement between the parties. If they had, the defendant would not have been able to withdraw their offer.
Decision/Outcome
The court held that this offer could be withdrawn within the specified time period, which in this case was twelve months unless the agreement had been acted upon. The court also held that the withdrawal of such an offer should be communicated effectively, otherwise this would not be valid and the opposing party would still be capable of accepting the offer.
Updated 20 March 2026
This article accurately summarises the decision in Offord v Davies (1862) 12 CBNS 748, a foundational case in English contract law on the revocability of offers. The core principles described remain good law: an offer may be revoked at any time before acceptance, even where the offeror has promised to keep it open for a specified period (absent consideration for that promise, i.e. absent a binding option contract); and revocation must be communicated to be effective.
These principles continue to be applied and cited in modern contract law, including in leading texts such as Chitty on Contracts and Treitel: The Law of Contract. No subsequent statutory change or appellate decision has overruled or materially modified the authority of this case. The article remains broadly accurate for students studying offer and acceptance in English contract law. However, readers should note that the article’s suggestion that reliance by the offeree would necessarily prevent revocation requires some care: English law does not straightforwardly recognise a general doctrine of promissory estoppel as a complete bar to revocation in this context, and the interplay with consideration and estoppel principles is nuanced. Students should consult up-to-date contract law textbooks for fuller treatment of those surrounding principles.
