Entores Ltd v. Miles Far East Corporation
Rule established
For instantaneous communication such as telex, the contract is complete where and when the acceptance is received by the offeror.
Facts
- The plaintiff in London sent an offer via telex to the defendant's agent in Amsterdam
- The defendant's acceptance was transmitted back to London via telex
- A dispute arose over whether the contract was formed in London (where the acceptance was received) or elsewhere
Issue
- Whether the postal rule (acceptance complete on dispatch) applies to telex communication, or whether receipt governs instead.
Held
- Telex, like telephone, is an instantaneous mode of communication, distinct from post
- For instantaneous communication, ordinary principles apply: the offeror must actually receive the acceptance for the contract to be complete
- The contract was therefore formed in London, where the telex acceptance was received
Ratio Decidendi
The postal rule is confined to non-instantaneous communication modes where delay is inherent and expected. For instantaneous communication (telex, telephone, and by extension similar modern methods), the contract is complete only upon actual receipt of acceptance by the offeror, at that place and time.
How to use it in an exam
- Part A: Core authority for the receipt rule in instantaneous communication.
- Part B: Pair directly with Bhagwandas Goverdhandas Kedia v Girdharilal Parshottamdas (1966), the Indian authority applying the identical principle to telephone communication. Contrast with Adams v Lindsell (1818) for the postal rule.
- Key line: "For telex communication, the contract is complete where and when acceptance is received, not on dispatch."
Source
Source: [1955] 2 QB 327
This is an educational summary, not the judgment itself. Cite the reported version in professional or academic work.
Cited in study notes
Law of Contract ICommunication of Offer and AcceptanceEstablishes that telex acceptance is complete on receipt, not dispatch