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Canadian Dyers Association Ltd. v Burton (1920), 47 OLR 259 (HL)

Facts:

Plaintiffs (P) wanted to purchase a property (land) from the defendant (D). P inquired about the price, after which the D replied with a specific amount. A year later P inquired again about the price, and D replied with the same specific amount. P sent a cheque for 500$ and requested that the deed be prepared. D’s solicitor sent a letter and included the draft deed saying that he would be ready to close shortly. Subsequently, D’s solicitor sent notification to P that there was no contract and returned the 500$.

Issue(s):

Did the words and actions of the defendant constitute an offer?

Ratio:

A mere statement of price does not constitute an offer to sell; it is no more than an invitation to treat. However, courts will consider the language used and context, in addition to subsequent actions of both parties when determining whether an offer was made.

Analysis:

There can be no contract of sale unless there can be found an offer to sell and an acceptance of the offer. A mere statement of price is not an offer, there must be something more. Courts will look at the language used in the light of the circumstances in which it is used; courts will also consider the subsequent actions of both parties to determine whether what is said by the seller is a mere quotation of price or an offer to sell. In this case: (1) “If it were any other” is significant and indicates an offer; (2) retention of the cheque, sending draftee and suggesting early date for closing indicates an offer.

Holding:

There was a valid contract; decision in favour of the plaintiff.


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