The formation of contracts by offer and acceptance is an aspect of law that has always aroused considerable academic interest, primarily for the opportunity it offers to pose largely unrealistic problems that permit varied, inconclusive and interminable intellectual analysis. Generations of students are acquainted with the noisy river that drowns the voice of the offeree as he accepts the offeror’s offer (latterly a low-flying aircraft may be substituted for the clamorous flood); with the letter of acceptance that never arrives; with the epistolary revocation of offer that arrives after the letter of acceptance has been posted but before it has been delivered.

The academic approach may be criticised for a lack of pragmatism. Principles are sought by logical deduction without regard to the realities of the situation. The decisions of the courts, on the other hand, often demonstrate a reluctance to do more than decide the particular case on the particular facts, without regard for any general principles on which the decision may be securely based. The answer to the two differing approaches is, in this as in all aspects of life, a happy medium—a combination of the academic, which can help to create an intelligible and rationally defensible corpus iuris, and the pragmatic, which will not lose sight of the realities of the situation.

An opportunity to achieve this delicate balance was afforded in the recent case of Brinkibon Ltd. v. Stahag Stahl und Stahlwarenhandelsgesellschaft m.b.H., in which the Court of Appeal gave judgment on June 12, 1980 ([1980] 2 Lloyd’s Rep.). Before we consider the facts of that case, (which are fortunately not so complex as the title might suggest!) let us remind ourselves of some common law principles.

It is a fundamental rule of the common law that the acceptance has to be communicated to the offeror for the contract to become binding. If for any reason (other than the offeror’s wilful neglect) the acceptance does not reach him there is no contract. If you accept by telling the offeror’s son, there is no contract if he fails to tell his father (unless, of course, the father has given you to understand that his son is his agent for that purpose). If the message of acceptance, by whatever medium communicated, does not get through, then, provided the offeror is not at fault, there is no contract, even though the offeree has acted as a reasonable man. That is the basic rule. One exception to the rule is the so-called unilateral contract, an unattractive