(1) JEFFREY HARCOURT JOHNSON (2) SUSAN RACHAEL JOHNSON v SOCIETY OF LLOYD'S (2002)

[2002] EWHC 1512 (Comm)

QBD Commercial Court (David Steel J) 22/7/2002

CONTRACT - ESTOPPEL

OFFER : COUNTER-OFFER : ACCEPTANCE : COMMUNICATION : LLOYD'S RECONSTRUCTION AND RENEWAL SETTLEMENT OFFER : CONDITIONS : COMMUNICATION OF ACCEPTANCE TO MEMBERS' AGENTS

Lloyd's communication of its "acceptance" of counter offers made by the claimant Names in respect of the Lloyd's Reconstruction and Renewal Settlement Offer did not give rise to a binding contract.

Action by the claimants for a declaration that there was a binding contract between them and the defendant ('Lloyd's') on the terms of settlement offer forms ('the Forms'), relating to the Lloyd's Reconstruction and Renewal Settlement Offer ('the Offer'), to which the claimants had added a number of conditions before returning them to Lloyd's shortly before the deadline for acceptance. The Forms were sent to the claimants in August 1996 with a revised deadline for acceptance of 11 September 1996. A few hours before that deadline was due to expire, the claimants faxed the Forms to Lloyd's. However, each was expressed to be subject to a number of conditions which, it was common ground, constituted counter-offers to the Offer. Lloyd's subsequently notified the claimants' members' agent that the claimants were amongst those who had "accepted" the Offer. The issues for determination were: (i) whether Lloyd's "acceptance" gave rise to a binding contract on the terms of the Offer subject to the conditions attached by the claimants; and (ii) whether Lloyd's was estopped from asserting that the claimants were not acceptors.

HELD: (1) It was likely that Lloyd's "acceptance" was in fact merely an acknowledgement of receipt. In any event, the matter had to be viewed objectively. It was obvious that the Offer was an "all or nothing" offer, which had either to be accepted or rejected. It simply was not open to negotiation. Even if it were, for Lloyd's to communicate its acceptance of the claimants' counter-offer by the indirect method of notifying the claimants' members' agent would be bizarre. (2) The estoppel argument failed. There was no evidence of any unequivocal representation by Lloyd's, nor had the claimants acted to their detriment in reliance upon any such representation.

Claim dismissed.

Jeffrey Harcourt Johnson in person. Joanne Wicks instructed by and for Lloyd's.

LTL 29/7/2002 (Unreported elsewhere)

Judgment Approved - 11 pages

Document No. AC0103517