Boulton v. Jones

BOULTON V.
JONES: CASE ANALYSIS
INTRODUCTION
This particular case is based on the offer made to a specific or ascertained person. Under the
Indian Contract Act,1872, an offer is a promise in return for performance by the other party. An
offer can be revoked or terminated under certain conditions.
KINDS OF OFFER
There are two kinds of offer:-
● GENERAL OFFER
General offer is made to the general public at large. It may be accepted by any person who
fulfils the necessary conditions mentioned. For example, an offer to give a reward to anybody
who finds the lost cat is a general offer.
● SPECIFIC OFFER
When an offer is made to a particular person it is known as specific offer. No right of action
accrues to persons other than those to whom the offer is made.
FACTS OF THE CASE

● The defendant i.e. Jones carried on the business of building material. He was a regular
customer Brocklehurst which used to supply the building material to him. Both of them
had developed friendly relations with each other.
● On a fine day the defendant sent a written order for goods to a shop that was owned by
Brocklehurst. The defendant was unaware that Brocklehurst had already been sold and
transferred his business to Boulton.
● When Boulton received the order of goods he decided to fulfil the order and delivered
the goods to the defendant without informing him that he had taken over the business of
Brocklehurst.
● The defendant accepted the goods and used them in the belief that they had been
supplied by Brocklehurst. When he received Boulton’s invoice he was shocked to see it.
He had never entered into a contract with Boulton.
ISSUES BEFORE THE COURT

1. Is Jones liable to pay Boulton? Whether Boulton claim the amount of the goods which
was used by the Jones?
2. Whether there was duty on Brocklehurst or Boulton to inform about the takeover of the
business to Jones?
JUDGEMENT/HOLDING
Pollock CB, Martin B, Bramwell B, Channell B heard the matter between the parties. Boulton
argued before the court that he had already sent the bricks to Jones. So Jones should pay
money to him as he has supplied the bricks.
Jones contended before the court that he had made the deal with Brocklehurst and not with
Boulton. He was unaware of the fact that the business had been transferred to Jones.
Justice Pollock said that rule of law is clear, that if one proposes to make a contract with A,
then B cannot substitute himself for A without the consent and leading the other party to a
disadvantage position, himself getting all the benefit of the contract.
Justice Bramwell said that the contract was made in name of one person so the other person
cannot sue, except in the cases of agency. But when any person makes a contract with a
particular party to write a book or paint a picture, or do any work of personal skill, or whether
because there is a set-off due from that party, no one else can step in and say that he is the
party with whom he contracted with.
Justice Martin was of the opinion that where the facts prove that the defendant never meant to
contract with Boulton, So how can Boulton force a contract with him and a contract with no one
else can be enforced against him.
Justice Channell opinioned that said that the plaintiff sustain an action in this particular case as
there was no contract between himself and the defendant. In case is not Principal and agent
relationship rather it was a contract made with Brocklehurst , who had transactions with the
defendant and owed him money.
The court held that the defendant Mr Jones was not liable for the payment of a price to
Boulton. When a contract is made with a particular person it is important to the contract. Hence,
there was no contract between the parties.
LEGAL PRINCIPLE INVOLVED/REASONING:

The most basic and essential element of a valid contract is that there should be an offer and
acceptance of the same. The intention to create a legal obligation is necessary for the existence
of a valid contract. Communication of offer and acceptance is absolutely required. There are
provisions for revocation of offer and acceptance as well.
As per Section 2(h) of the Indian Contract Act, 1872, “contract” means an agreement
enforceable by law. A proposal/offer and its acceptance is an acknowledged process for making
a contract of which the former is the beginning point. Section 2(a) defines a proposal as “when
one person signifies to another his willingness to do or abstain from doing anything, with a view
of obtaining the assent of that other to such act or abstinence, he is said to make a proposal.”
● Acceptance
A proposal becomes a promise when it is accepted. Section 2(b) of the Act defines
“acceptance” as “when the person to whom the proposal is made signifies his assent thereto,
the proposal is said to be accepted.”
Essentials of a valid acceptance
● Acceptance may be express or implied – According to section 3 and 9, if acceptance

is made with words spoken or written, it is an express acceptance, and if acceptance is
made otherwise than in words, it is implied. What is necessary is that there should be
some external manifestation of acceptance. A mere mental determination to accept
unaccompanied by any external indication will not be sufficient.
● Communication must be communicated to offeror himself- Communication of
acceptance of a proposal should be communicated to the offerer himself. If it is made to
any other person, it will be ineffectual as if there was no communication. It is also
pertinent that the communication of acceptance should be from a person who has
authority to accept.
● Necessity of communication –In case of a specific offer, communication of acceptance
must be made by the acceptor, and to the offerer himself. But in all cases of general
offers, it can be accepted by anyone, who fulfils the condition of the offer.
● Acceptance must be absolute and unqualified- Section 7 of the Act provides that ‘In
order to convert a proposal into a promise, the acceptance must be absolute and
unqualified. An acceptance with variation is no acceptance, but simply a
counter-proposal that has to be accepted by the original promisor before a contract is
made.
CONCLUSION
Originally the contract was made between Brocklehurst and Jones. Jones had no idea that now
the business had been taken over by Boulton. Jones assumed that he had placed the order to
Brocklehurst which was the original party to the contract and not with Boulton.
The person to whom the offer is made can accept it. No other party can accept on behalf of the
particular party. According to my the judgement which is given in this case was right after
considering the facts and circumstances of the case.
Acceptance is only made by that person to whom the offer is given. For example- A enters into a
contract with MF. Hussain to paint a picture. But before that MF Hussain dies. So his son cannot
perform the contract.
The court held that the defendant i.e. Jones was not liable to pay for the price. When a contract
is made with a particular person it is a very essential element of the contract. Hence, a contract
never existed between Jones and Boulton.

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BOULTON V.

JONES: CASE ANALYSIS

FACTS OF THE CASE

ISSUES BEFORE THE COURT

LEGAL PRINCIPLE INVOLVED/REASONING:

Essentials of a valid acceptance

● Acceptance may be express or implied – According to section 3 and 9, if acceptance

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