CASE BRIEF

Entores Ltd V. Miles Far East Corporation [1955]

BAILII Citation Number: [1955] EWCA Civ 3

CONTRACT – POSTAL RULE - ACCEPTANCE –DAMAGES – INSTANTANEOUS COMMUNICATION

FACTS:

1. An offer was made by "Telex Communication" from London.

2. The acceptance was made by "Telex Message" from Holland.

3. The contract was deemed to be made in London because the acceptance was received in London.

4. The plaintiff company, Entores Limited, a London-based English company, made an offer via Telex Communication to the agents in Holland of the defendant company.

5. The offer was for the purchase of "Copper Cathodes."

6. The offer was accepted by the defendant company through a "Telex Message" that was received in London.

7. The plaintiff company, based in London, sent a notice to the defendant corporation in New York, claiming damages for breach of the contract.

8. Both the plaintiff and defendant's agents in Amsterdam used "Telex Service" for communication.

9. On September 8, 1954, Telex messages were exchanged between the plaintiff and the Dutch company (defendants).

10. The acceptance by the defendant company in London was communicated via Telex on September 10, 1954.

11. The central question raised by the appeal is whether the contract was made in London and within the jurisdiction.

12. Denovan J. was correct in holding that the contract was made in London when the acceptance by Telex of the offer was received by the plaintiffs in London.

ISSUES:

1. The primary issue is determining where the contract was made.

2. The argument presented is that the contract, executed via Telex, was posted in Holland and accepted by conduct in England.

JUDGMENT (Justice Denovan):

1. The plaintiffs were identified as an English company.

2. The defendants were identified as American corporations with agents worldwide, including a Dutch company in Amsterdam.

3. Both companies used Teleprinter machines in their offices.

4. To exchange messages, the companies relied on the post office to connect their Teleprinter machines.

5. On September 8, 1954, the Dutch company made an offer for up to 400 tonnes of Japanese cathodes on behalf of their associates, Miles Far East Company Tokyo, with a shipment date of September 28 or October 10 and payment by letter of credit.

6. The English company accepted the offer for 100 long tons of Japanese cathodes, with a shipment deadline of the latest October 10 and a price of £239 10s.

7. The Dutch company accepted the offer to pay £239 10s for 100 tons.

8. The key question at hand was determining the location of contract formation.

9. The argument made was that the contract was posted via Telex in Holland and accepted through conduct in England.

10. The Dutch Company confirmed the sale of 100 metric tons of electric copper cathodes for £239.10s in a letter to the English company on September 11, 1954.

11. It was established that the offer was accepted and completed in London, and thus, the contract was considered to have been made in London.

CONCLUSION:

The case of Entores Ltd V. Miles Far East Corporation [1955] revolved around the determination of where a contract was made. The central issue was whether the contract, facilitated through Telex communication, was considered to be posted in Holland and accepted through conduct in England. The court found that the contract was made in London, as the acceptance through Telex was received by the plaintiffs in London, and it was not a matter against the plaintiff, as the offer was made through communication and accepted with proper consideration.