Felthouse v Bindley [1862]” is a significant case in contract law that deals with the concept of acceptance and the formation of contracts. Below is an overview of the case, its background, the legal issues involved, and its implications.

Introduction to the case between
Felthouse v Bindley

Felthouse v Bindley [1862] is a landmark case that played a crucial role in shaping the principles of contract law, specifically in terms of offer and acceptance. The case revolves around the question of whether silence or inaction can be considered as acceptance in the formation of a contract.


In 1860, Paul Felthouse expressed interest in purchasing a horse from his nephew, Benjamin Felthouse. The nephew, however, did not respond directly to his uncle’s offer. Instead, he informed an auctioneer, named Bindley, not to sell the horse to his uncle. The horse was included in an auction, and Benjamin Felthouse attended with the intention of purchasing the animal.

Legal Issues

The primary legal issue in the contract law case between Felthouse v Bindley was whether there was a valid contract between Paul Felthouse and his nephew for the sale of the horse. The case hinged on the concept of acceptance. Did Benjamin Felthouse’s silence and inaction, coupled with his instructions to the auctioneer, constitute acceptance of his uncle’s offer?

Court Proceedings

The case between Felthouse v Bindley was brought before the court, and the initial decision favored Paul Felthouse. The court held that there was a binding contract based on the nephew’s conduct. However, this decision was later overturned on appeal.

Judgment and Rationale

The court held that there was no valid contract because silence or inaction, in this case, did not amount to acceptance. The crucial element in contract formation is the meeting of minds, which requires a clear and unequivocal expression of acceptance. The court emphasized that silence, without positive acceptance, cannot be construed as an agreement.

The court reasoned that for a contract to be valid, there must be a clear and unequivocal acceptance of the offer. Silence, in the absence of an explicit agreement, cannot be interpreted as acceptance. In this case, the nephew’s failure to respond directly to his uncle’s offer and his instructions to the auctioneer indicated a lack of mutual assent.

Legal Significance

Felthouse v Bindley is significant for establishing the principle that acceptance must be communicated explicitly for a contract to be valid. It clarified that a party cannot impose a contract on another through silence or inaction. This decision reinforced the importance of clear and mutual agreement in contract formation.

Implications for Contract Law

This case has had a lasting impact on contract law, influencing subsequent decisions and legal doctrines. It underscored the necessity of clear communication in contract formation and laid the groundwork for the principle that acceptance is only valid when explicitly communicated.


Felthouse v Bindley [1862] remains a pivotal case in contract law, emphasizing the importance of explicit acceptance in the formation of contracts. The decision serves as a precedent for cases dealing with offer and acceptance, guiding courts in determining the validity of contracts based on clear and unequivocal communication between parties.