Goldsborough Mort v Quinn case note PDF

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CASE: Goldsborough Mort v Quinn (1910) 10 CLR 674 ‘Duration of offers and effective revocation of an offer’ case Precedent: Offer requirements Facts: •

Mr. Quinn on 10 February: “in consideration of the sum of five shillings paid to me I hereby grant Goldsbrough the right to purchase the whole of my [land known as Bena Billa] within one week from this date at the price of £110 s per acre … subject to the usual terms and conditions of sale for such land”

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On 12 February: Mr. Quinn repudiates the offer alleging it was made by mistake

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On 14 February: Goldsbrough accepts Mr. Quinn’s offer.

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P sought specific performance of the sale. D claimed that the contract for sale was not complete and hence damages only were payable.

Issue: Whether the defendant was entitled to revoke the offer in the option. This court discussed a defence of mistake…what was the impact of the defendant’s attempt to withdraw? Judgement: HCA case; Appeal allowed •

HELD Griffith CJ •

A mere promise to leave an offer open for a period of time is not enforceable - the promise without consideration is nudum pactum. But if there is consideration for the promise, it becomes binding. It is often said that "an option given for value is not revocable". The true principle is that an option is an offer to sell upon condition - a conditional contract. If the promise were only not to withdraw the offer ie an irrevocable offer, then a breach could be compensated for in damages [thus implying that there could be no specific performance of the sale].

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HELD O'Connor J •

The undertaking may be viewed as an agreement to sell subject to a condition subsequent - the acceptance by the other in the time provided for. Withdrawal of the undertaking is a breach - the remedy for which is damages or specific performance. Alternatively it may be viewed as an option for value, in which case the correct approach is to ignore a purported withdrawal before acceptance and treat it as still open for acceptance. From either view, there is nothing to prevent the party from obtaining specific performance of the sale.

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HELD Isaacs J •

He viewed the situation in terms of two contracts, the first of which requires the vendor to keep open the offer of the second contract to sell the land. The defendant is not entitled to breach the first contract merely by offering damages. The option is irrevocable and an attempt to withdraw it will be ignored. During the period of the option an injunction could be obtained preventing the sale to another. An acceptance turns the position of optionee to that of vendee. That has been done here, so that specific performance of the original agreement is not only inappropriate but also unnecessary and impossible.

Principle: •

The appellants were entitled to an order for specific performance. •

Point to look at: •

Nature of option contracts.

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More general point is that an option cannot be withdrawn except in accordance with its terms....