An offer must be certain and capable of being acted upon by the offeror without anything…

That was a case where a council tenant, Robert Gibson, was the tenant and occupier…

“We have had much discussion as to whether Mr. Gibson’s letter of March 18, 1971, was a new offer or whether it was an acceptance of the previous offer which had been made. I do not like detailed analysis on such a point. To my mind it is a mistake to think that all contracts can be analysed into the form of offer and acceptance. I know in some of the text books it has been the custom to do so: but, as I understand the law, there is no need to look for a strict offer and acceptance. You should look at the correspondence as a whole and at the conduct of the parties and see therefrom whether the parties have come to an agreement on everything that was material.…

“It seems to me that on the correspondence I have read — and, I may add, on what happened after — the parties had come to an agreement in the matter which they intended to be binding. Let me say what happened afterwards. Mr. Gibson telephoned to the department and was told that his case was being dealt with. He did much work on the house in the belief that all was well. The corporation took the house off the list of maintenance to tenants and put it on the list of owner-owned houses where the owners had to do the maintenance themselves.”(28)…

“It is largely a matter of impression, but, although to Lord Denning M.R. and Ormrod L.J. it appears perfectly plain that that was a firm offer, to me it appears equally plain that it was not. First of all, the words used “may be” in the first paragraph and “may grant a mortgage” a little lower down and finally the expression “If you would like to make a formal application to buy your council house” are strange words to use if this was indeed a formal offer on behalf of the council. It is, in my judgment, no more than one would expect of a letter coming from the city treasurer. It is a letter setting out the financial terms on which it may be the council will be prepared to consider a sale and purchase in due course.”(29)…

“I can see no reason in the instant case for departing from the conventional approach of looking at the handful of documents relied upon as constituting the contract sued upon and seeing whether upon their true construction there is to be found in them a contractual offer by the corporation to sell the house to Mr. Gibson and an acceptance of that offer by Mr. Gibson. I venture to think that it was by departing from this conventional approach that the majority of the Court of Appeal was led into error. (…)…

My Lords, the words [italicised in the letter from the Council] make it quite impossible to construe [the] letter as a contractual offer capable of being converted into a legally enforceable open contract for the sale of land by Mr. Gibson’s written acceptance of it. The words “may be prepared to sell” are fatal to this; so is the invitation, not, be it noted, to accept the offer, but “to make formal application to buy” upon the enclosed application form. It is, to quote Geoffrey Lane L.J., a letter setting out the financial terms on which it may be the council will be prepared to consider a sale and purchase in due course.”(30)…

English Contract Law General Principles

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B.The conventional approach to construing offer and acceptance