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The Judicial Committee of the Privy Council Decisions
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Harvey & Anor v Facey & Ors [1893] UKPC 1 (29 July 1893)
Judgment of the Lords of the Judicial Committee of the Privy Council
on the Appeal of
Harvey and another
v.
Facey and others,
from the Supreme Court of Judicature of Jamaica, delivered 29th July 1893.
Present:
THE LORD CHANCELLOR.
LORD WATSON,
LORD HOBHOUSE.
LORD MACNAGHTEN.
LORD MORRIS.
LORD SHAND.
[Delivered by Lord Morris.]
The Appellants instituted an action against the Respondents to obtain specific performance of an agreement alleged to have been entered into by the
Respondent Larch in M. Facey for the sale of a property named Bumper Hall Pen, The Respondent L. M. Facey was alleged to have had power and
authority to hind his wife the Respondent Adelaide Facey in selling the property. The Appellants also sought an injunction against the Mayor and Council
of Kingston to restrain them from taking a conveyance of the property from L. M. Facey.
The case came on for hearing before Mr. Justice Curran who dismissed the action with costs, on the ground that the agreement alleged by the Appellants
did not disclose a concluded contract for the sale and purchase of the property. The Court of Appeal reversed the judgment of Mr. Justice Curran, and
declared that a binding agreement for the sale and purchase of the property had been proved as between the Appellants and the Respondent L. M. Facey,
but that the Appellants had failed to establish that the said L. M. Facey had power to sell the said property without the concurrence of his wife the said
Adelaide Facey, or that she had authorised him to enter into the agreement relied on by the Appellants, and that the agreement could not therefore be
specifically performed, and the Court ordered that the Appellants should have forty shillings for damages against L. M. Facey in respect of the breach of
the agreement, with costs in both Courts against L. M. Facey in respect of the breach of the agreement.
The Appellants obtained leave from the Supreme Court to appeal to Her Majesty in Council, and afterwards obtained special leave from Her :Majesty in
Council to appeal in respect of a point not included in the leave granted by the Supreme Court, but the Order in Council provided that the Respondents
should he at liberty at the hearing, without special leave, to contest the contract alleged in the pleadings and affirmed by the Court of Appeal.
The Appellants are solicitors carrying on business in partnership at Kingston, and it appears that in the beginning of October 1891 negotiations took place
between the Respondent L. M. Facey and the Mayor and Council of Kingston for the sale of the property in question, that Facey had offered to sell it to
them for the sum of 900l., that the offer was discussed by the Council at their meeting on the 6th of October 1891, and the consideration of its acceptance
deferred; that on the 7th of October 1891, L. M. Facey was travelling in the train from Kingston to Porus, and that the Appellants caused a telegram to be
sent after him from Kingston addressed to him "on the train for "Porus." in the following words:-
"Will you sell us Bumper Hall Pen? Telegraph lowest cash price-answer paid;"
that on the same day L. M. Facey replied by telegram to the Appellants in the following words :-
"Lowest price for " Bumper Hall Pen 9001.";
that on the same day the Appellants replied to the last-mentioned telegram by a telegram addressed to L. M. Facey "on train at Porus" in the words
following :-
"We agree to buy Bumper :Hall Pen for the sum of nine hundred pounds asked by you. Please send us your title deed in order that
we may get early possession."
The above telegrams were duly received by the Appellants and by L. M. Facey. In the view their Lordships take of this case it becomes unnecessary to
consider several of the defences put forward on the part of the Respondents, as their Lordships concur in the judgment of Justice Curran that there was no
concluded contract the Appellants and L. M. Facey to be collected from the aforesaid telegrams. The first telegram asks two questions. The first question is
as to the willingness of L. M. Facey to sell to the Appellants; the second question asks the lowest price, and the word "Telegraph" is in its collocation
addressed to that second question only. L. M. Facey replied to the second question only, and gives his lowest price. The third telegram from the Appellants
treats the ,1l1swer of L. M. Facey stating his lowest price as an unconditional offer to sell to them at the mice named. Their Lordships cannot treat the
telegram from L. M. Facey as binding him in any respect, except to the extent it does by its terms, viz., the lowest price. Everything else is left open, and
the reply telegram from the Appellants cannot be treated as an acceptance of an offer to sell to them; it is an offer that required to be accepted by L. M.
Facey. The contract could only be completed if L. M. Facey had accepted the Appellants' last telegram. It has been contended for the Appellants that L. M.
Facey's telegram should be read as saying "yes" to the first question put in the Appellants' telegram, but there is nothing to support that contention. L. M.
Facey's telegram gives a precise answer to a precise question, viz., the price. The contract must appear by the telegrams, whereas the Appellants are
obliged to contend that an acceptance of the first question is to be implied. Their Lordships are of opinion that the mere statement of the lowest price at
which the vendor would sell contains no implied contract to sell at that price to the persons making the inquiry. Their Lordships will therefore humbly
advise Her Majesty that the judgment of the Supreme Court should be reversed and the judgment of Mr. Justice Curran restored. The Appellants must pay
to the Respondents the costs of the appeal to the Supreme Court and of this appeal.
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URL: https://www.bailii.org/uk/cases/UKPC/1893/1.html
The landmark ruling in Harvey v Facey [1893] UKPC 1 remains a cornerstone of contract law, meticulously defining the critical difference between an invitation to treat and a formal offer. This Privy Council decision is a foundational case study in the principles of offer and acceptance, illustrating how precision in communication is paramount in contract formation. For legal professionals and students, a thorough understanding of this case, now comprehensively detailed on CaseOn, is essential for navigating the complexities of commercial negotiations.
The dispute centered around a property in Jamaica known as Bumper Hall Pen. The appellants, Mr. Harvey, were interested in purchasing this property from the respondent, Mr. Facey. The entire negotiation was conducted through a series of three telegrams, which became the focal point of the legal battle.
Following this exchange, Mr. Facey did not respond and proceeded with negotiations to sell the property to another party. Mr. Harvey sued for specific performance, arguing that the telegrams constituted a binding contract. The case eventually made its way to The Judicial Committee of the Privy Council after conflicting judgments in the Jamaican courts.
The central legal question before the Privy Council was whether the exchange of telegrams created a concluded contract. Specifically, did Mr. Facey's telegram stating the "lowest price" of £900 constitute a formal offer to sell, which Mr. Harvey could then accept?
In contract law, a clear distinction exists between an offer and an invitation to treat. An offer is a definite promise to be bound by specific terms, which, upon acceptance, forms a binding contract. In contrast, an invitation to treat is merely a preliminary step, inviting others to make an offer. Examples include goods displayed in a shop, advertisements, or a simple statement of price. A response to an invitation to treat is an offer, not an acceptance.
The Lords of the Judicial Committee meticulously analyzed the wording of each telegram.
Analyzing such nuanced rulings can be complex. Legal professionals often use CaseOn's 2-minute audio briefs to quickly grasp the core arguments and outcomes in cases like Harvey v Facey, streamlining their case preparation and deepening their understanding of pivotal precedents.
Since Mr. Facey never responded to this offer from Mr. Harvey, there was no acceptance. Without offer and acceptance, the essential elements of contract formation were absent.
The Privy Council concluded that there was no binding contract between the parties. It held that the mere statement of the lowest price at which a vendor would sell does not contain an implied promise to sell at that price to the person making the inquiry. It was simply an invitation to treat. The court, therefore, overturned the decision of the Court of Appeal and restored the initial judgment, finding in favor of Mr. Facey.
The judgment delivered by Lord Morris established a vital precedent. The court found that Mr. Facey's response was a statement of price, not an offer capable of acceptance. The appellants' final telegram was an offer to buy, which the respondent never accepted. Therefore, the essential element of mutual assent was missing, and no enforceable contract for the sale of the Bumper Hall Pen existed.
This case is a fundamental lesson in contract law for several reasons:
Disclaimer: The information provided in this article is for informational purposes only and does not constitute legal advice. Readers should consult with a qualified legal professional for advice on any specific legal issue.
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