Tenax Steamship Co v Owners of the Motor Vessel Brimnes [1974] EWCA Civ 15
Contract – Acceptance – Formation – Instantaneous Communication – Agreement
Facts
The ship called Brimnes belonged to the defendants, Owners of the Motor Vessel Brimnes. They agreed to sell her to the complainant, which was on the condition that the ship would be time-chartered back to them. On several occasions, the hire payment was made later than agreed. In response, the complainant sent a message by Telex, which gave notice of withdrawal of the ship from service. This Telex message was sent during normal office hours. However, the defendant did not read it until the next day and had already made payment.
Issues
The claim was dismissed by the court, but this decision was appealed. The issue in the appeal concerned whether the notice of withdrawal of service was effective before the defendant’s payment of hire.
Decision/Outcome
It was held that the withdrawal was effective when it Telex message was received, not when the message was read. As it was sent during normal office hours, the staff neglected to pay attention to the Telex machine, as the staff member in charge of Telex did not leave the office until later on. Thus, this case became authority for the reasoning that any withdrawal of an offer sent through a form of instantaneous communication, such as Telex, would be effective when it could have been read by the other party; not when it was actually read. In this case, the defendant should have read this Telex message, but through their own actions, this did not happen.
Updated 20 March 2026
This case summary remains broadly accurate as a statement of the legal principle established in Tenax Steamship Co v Owners of the Motor Vessel Brimnes [1974] EWCA Civ 15 (also reported at [1975] QB 929). The Court of Appeal’s holding — that a withdrawal or notice communicated via an instantaneous means such as telex takes effect when it is received and could reasonably have been read, rather than when it is actually read — continues to be good law and is regularly cited in English contract law.
However, readers should note a factual inaccuracy in the summary above: the case concerned a time-charterparty, not a contract of sale as the facts section implies. The claimants (Tenax) were the charterers who had hired the vessel; the defendants were the shipowners. The withdrawal notice was sent by the shipowners withdrawing the vessel from the charterparty due to late payment of hire. This distinction does not affect the contract formation principle for which the case is commonly cited, but students should be aware of it.
The broader principle from this case has been reinforced and extended in subsequent authorities, most notably Brinkibon Ltd v Stahag Stahl [1983] 2 AC 34 (House of Lords), which confirmed that for instantaneous communications the general rule is that acceptance (or notice) is complete upon receipt, with the precise moment depending on the circumstances. Students should read Brimnes alongside Brinkibon for a complete picture of how this rule applies. No statutory changes have affected the core common law position described in this article.
