(n) Lord Middleton v. Wilson, Sug. 118.

(o) Sug. 121; Hinde v. White-house, 7 East, 558, 569; Kenworthy v. Schofield, 2 B. & Ad. 945; and see Coles v. Trecothick, 9 Ves. 234.

(p) Clinan v. Cooke, 1 Sch. & Lef. 22,33; Alien v. Bennet, 3 Taunt. 169; Dobell v. Hutchinson, 3 Ad. & El. 355; Laythoarp v. Bryant, 2 Bing. N. C. 735.

(q) Boydell v. Drummond, 11 East, 142; Boyce v. Greene, Batty, 608; Jacob v. Kirk, 2 Moo. & R. 221.

(r) Brodie v. St. Paul, 1 Ves. jun. 326, 333; see 1 Sch. & Lef. 36.

(s) See 1 Sch. & Lef. 36.

(t) See Clinan v. Cooke, 1 Sch. & Lef. 33; Saunderson v. Jackson, 2 Bro. & P. 238.

And it appears that, at least in the case of letters, there need not be any specific description of, nor even an express reference to, the prior documents; it will be sufficient if the Court be clearly satisfied that a reference was in fact intended, and of the identity of the instrument.

For instance, where (v) A., the owner of W. farm, on the 5th July wrote a note in the third person to B., informing him that C. had made an offer for the farm, at a specified price, but that, if B. chose to have it at that price, C. would decline the purchase in his favour; B., it was alleged, wrote a note in reply, accepting the offer, but such note was not forthcoming; on the 11th July A. wrote to B., "I have just received your's; and am glad you have determined to purchase the W. farm: I will write to C. to inform him you have agreed to purchase the estate;" - Sir William Grant, relying on the words "determine" and "agree," as denoting an acceptance by B. of a previous proposal by A., instead of, as might have been the case, an independent offer by B., considered that the letter of the 11th was sufficiently connected with the note of the 5th, to show that A. agreed to sell upon the terms of that note; and specific performance was decreed accordingly.

So, upon a sale of goods, a subsequent letter written by the purchaser, and containing the following expressions, "The tobacco I want immediately forwarded; I likewise want the invoice of the rice and other tobacco," was held to be sufficiently connected with the previous entries of sale of the articles in the vendor's order book (w).

But agreement need not expressly specify the instrument referred to.

(t) Sweet v. Lee, 3 Man. & Gr. 452.

(u) Vide infra, Ch. XVII.

(v) Western v. Russell, 3 Ves. & B. 187

(w) Allen v. Bennet, 3 Taunt. 169; and see, as to connecting one letter with another, although there is no express reference, Greene v. Cramer, 2 Con. & L. 54; Skinner v. M'Douall, 2 De G. & S. 265.

In cases of correspondence the difficulty generally is, to determine whether there has been a concluded agreement or merely a treaty; as to which the following rule seems deducible from the authorities.

If the original offer be met by a simple acceptance, the treaty is, of course, concluded; if the reply be either more or less than a simple acceptance, the variation must be acceded to by the original proposer; or there is no agreement: and this state of things will continue, until there is, upon the face of the correspondence, "a clear accession on both sides to one and the same set of terms (x)."

In a late case, where the Defendant wrote at the foot of an agreement for an under-lease, "I have no objection to this agreement, supposing that there is nothing unusual in Sir R.'s (the ground Landlord) leases, which I presume there is not;" and then, before the agreement with this variation had been acceded to by the other party, withdrew his offer; and it was contended that, inasmuch as the covenants were usual, he still remained bound; Sir J. Wigram, V. C, admitting that a case might exist in which the distinction between the original and altered agreement, must be treated as plainly nugatory, held, that the case before him could not be considered as of that character, merely because the Court might, upon argument, decide that the covenants were not unusual (y).

For, it may be observed, that an original offer, or, it is conceived, any subsequent proposal, which does not amount to a simple acceptance of the terms of the other party, may be withdrawn at any time before it is accepted; even although a time be named for its acceptance (z): and that if rejected, either by an express refusal, whether written or verbal (a), or a proposed variation either as to time for giving possession, or price, or, it is conceived, in any other particular, it at once ceases to be binding (b); and the acceptance of an offer must be given within a reasonable time (c); if, however, a person make an offer by post, he cannot retract it, if the other party, before receiving any notice of withdrawal, return an immediate acceptance (d).

Tests of sufficiency in cases of correspondence.

It must contain a clear accession by both parties to the same terms.

Effect of conditional acceptance.

Offer may be withdrawn before acceptance.

(x) 1 Coll. 312; and see, as to an immaterial addition to an acceptance,

Clive v. Beaumont, 1 De G. & S. 397; Gibbins v. North East Metropolitan Asylum District, 11 Beav. 1. (y) Lucas v. James, 7 Ha. 410; see cases referred to in last note.

A writing which is signed by cither party, and is perfect as respects the terms of the contract, will not be considered otherwise than final from the mere fact of its having, with the consent of the other party, been sent to a solicitor as instructions fur the preparation of a more formal instrument (e).