BOULTON VS. JONES [1857] |Case Analysis!


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. 


There are two kinds of 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.


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. 


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.  

When he had placed the order for goods he was under the impression that the business belongs to Brocklehurst.

Jones refused to pay the price of the goods claiming that he had intended to deal with Brocklehurst and not with Boulton.

He had dealt with Brocklehurst many times previously. Boulton decided to file a case to claim the amount in the invoice. 


  • 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?


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. 


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. 


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.” 


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.

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