A case study on the case Adam vs Lindell for Malaysian Business Law subject.

1. KULIYYAH OF ECONOMICS AND MANAGEMENT SCIENCES
ADAMS V LINDSELL
106 ER 250
FOR
MALAYSIAN BUSINESS LAW (LAW 3112)
GROUP MEMBERS:
NURUL HARTINI BINTI ARBAIN (1317280)
NURUL SOLEHAH NADZIRAH BT MOHAMMAD (1313698)
NUR FATIN FARAIN BT SULAIMAN (1325696)
ANIS AMIRAH BT MOHD KIFLY (1327124)
AFIFAH NABILAH BINTI MOHAMAD SAFEI (1321976)
SECTION : 1
SESSION : 2015/2016
LECTURER : MDM. SITI SALWANI BT RAZALI

2. FACTS:
ADAMS AND OTHERS against LINDSELL AND ANOTHER. Friday, June 5th
,
1818. A by letter offers to sell to B certain specified goods, receiving an answer by return of
post, the letter being misdirected, the answer notifying the acceptance of the offer arrived two
days later than it ought to have done, on the day following that when it would have arrived if
the original letter had been properly directed, A sold the goods to a third person.
ISSUES OF THE CASE:
A. Whether a contract is binding the parties, from the moment the offer was accepted,
and that defendant was entitled to recover against plaintiff in an action for not
completing the contract or not.
B. Whether the delay is been occasioned by the neglect of the defendants or not.
PRINCIPLE: ACCEPTANCE BY MAIL
The postal rule is a common law principle in this case. The rule operates as an
exception to the general rule that acceptance must be communicated. Adams v Lindsell
justify this exception with an appeal to the practical benefits it produces. If the acceptor used
post as the means of communication for the acceptance, then the general rule shall not be
applicable. For instance, this illustration to section 4 provides : B accepts A proposal by a
letter sent by post: The communication of acceptance is complete: against A, when the letter
is posted; against B when the letter is received by A. Despite being the exception, the
application of postal rule is only applied if using post is a reasonable and usual manner for
the parties’ means of communicating the acceptance. Under section 7 (b) of Contracts Act, it
is clearly stated that in order to convert a proposal into a promise, the acceptance must be

3. expressed in some usual and reasonable manner. Besides, it is clear from the judgment that
before the court applies the postal rule, the question of reasonableness and whether it is usual
to use post as the means to communicate the acceptance is asked.
Section 7(b) expressly provides that if the proposal describe a manner in which the
acceptance is to be made and the acceptance was not made in that manner, the proposer may
insist that the proposal shall be accepted in the prescribed manner but if he fails to do so, then
he is deemed to accept the acceptance. Communication of acceptance constitutes the general
rule as it marks the advent of a ‘meeting of the minds’ and the point at which parties mutual
promises become more than an intention.
Pragmatically, the significance of this is that without communication, the offeror may
not know they are bound. In addition, the postal rule provide certainty for the acceptor as he
knows that there is a binding contract as soon as he posts his letter of acceptance. The offeror
can create certainty for himself by stipulating that he must receive the acceptance before it is
binding or setting other such limits. The offeror is in a position to effectively oust the postal
rule if he choose not to then he is subject to the limitations of postal communication
HELD :
A. There was a contract binding the parties, from the moment the offer was accepted,
and that defendant was entitled to recover against plaintiff in an action for not
completing the contract.
B. The delay having been occasioned by the neglect of the defendants, the jury must
take it, that the answer did not come back in due course of post, and that then the

4. defendants were liable for the loss that had been sustained and the plaintiffs accordingly
recovered a verdict.
COMMENTARY
In the case of Adams v Lindsell 106 ER 250, it involved Lindsell (defendant) who
was a dealer of wool has sent a letter to Adams (plaintiff) who was a manufacturer of wool.
Lindsell offered Adams a certain amount of wool. Due to some reasons as explained
previously, Lindsell sold the wool to a third party, even though it originally offered to
Adams. The court held that Adams’ acceptance was valid when placed by him in the mail. I
totally agree with the decision made by the court. It is because Adams did not receive the
letter from from Lindsell at first place. Any delay in receiving the acceptance was solely
caused by Lindsell failure to send the initial offer to the correct address.
Besides that, Lindsell should not take any action on the contract until it had been
confirmed that the acceptance had arrived. At least until he received the reply from Adams.
The action taken by Lindsell showed the inefficiency in dealing with business and people. It
would be much better if the acceptor proceeds on the basis that a contract had been made
once the letter was posted. Thus, he should take action accordingly as it is the general rule in
business. However, the sender of the letter should wait for the reply from the acceptor first
before taking any other action. Therefore, I agree the plaintiffs succeeded while the
defendants were in breach of contract.
Moreover, the rule of acceptance has to be communicated in order to offer to be
effective. In this case, the acceptance is effective upon posting, even though there may be
delay or non-delay. It shows unfairness and unethical towards the other party. These are the
reasons why I agree with the court’s decision in this case.

5. ISLAMIC PERSPECTIVE
Based on Islamic contract of law, the communication of acceptance (qabul) is
complete at the moment it comes to the knowledge of the offeree. If the acceptance did not
come to the knowledge of the offeror, there will be no effective acceptance and no contract
will be formed. This is the majority view of the classical Muslim jurists which also stated that
when an offer (ijab) is made to a person who is not present near the offeror, the majlis
(meeting) will continue until the offeree receives the offer. For example, if the offer is sent
by a letter through the post office, the majlis will continue until the offeree receives the letter
and he will be given some time to accept the offer, but not for long.
In this case, Adams made an offer to the Lindsell to sell the wool and Lindsell
accepted the offer by sending a letter through the post office to Adam. Here, the acceptance
will be completed when Adams receives the letter. If Lindsell wants to revoke the acceptance,
he must revoke before it comes to the knowledge of Adams and not afterwards. The
acceptance is considered as known by Adams only when Adams receives the letter and thus
the agreement is complete and enforceable.
However, the letter was delayed and Adams did not receive the letter within the time
given in which Adams received the letter after the majlis ended. Thus, Adams assumed
Lindsell rejected the offer and sold the wool to another party . Based on this situation, we can
conclude that the contract between Adams and Lindsell is not completed and not valid
because the acceptance comes to the knowledge of Adams after the majlis ended.

6. REFERENCES
Islamic Law of Contract is Getting Momentum. (2010). International Journal of Business
and Social Science, 1(2), 183-183. doi:2219-6021
Adam & Ords v Lindsell & Anor. (2013). Retrieved December 6, 2015, from
http://casebrief.me/casebriefs/adam-ords-v-lindsell-anor/
Adams v Lindsell (1818) 106 ER 250. (n.d.). Retrieved December 6, 2015, from
http://www.e-lawresources.co.uk/Adams-v-Lindsell.php
Adams v. Lindsell. (2009, September 1). Retrieved December 6, 2015, from
http://www.casebriefs.com/blog/law/contracts/contracts-keyed-to-murphy/the-bargain-
relationship/adams-v-lindsell/