Court Of Appeal Before LORD JusTicE DENmG, LoRD JusTicE BItKErr, and LoRD Jusnca PARKER The CotUT held that a cottract accepted by a Telex communication from Holland to England was " made " in England, and, accordingly, that a foreign company for whom it was accepted could be sued on it in England. Their LoRDsmps dismissed this interlocu- tory appeal by Miles Far'East Corporation, an American corporation with headquarters at 150, Broadway, New York, United States, from a decision of Mr. Justice Donovan in chambers on March 3, 1955, aflirming an order by Master Lawrenoe giving leave to the plaintiffs, Entores Ltd., an English company with registered offices in the City of London, to serve notice of a writ on the American corporation out of the jurisdiction. By Order 11, rule I, of the Rules of the Supreme Court service out of the jurisdiction of a writ beginning an action may be allowed (e) to enforce a contraot (i) "made within the jurisdiction." Mr. Gerald Gardiner, Q.C., and Mr. S. B. R: Cooke appeared for the American corporation; Mr. Maurice Lyell, Q.C., and Mr. Dennis Lloyd for the English company. JUDGMENT LORD Jus-IcE DENtNING, reading his judg- ment, said that the plaintiffs were an English company; the defendants were an American corporation with agents all over the world, including a Dutch company in Ainsterdam. The plaintiffs said that the contract was made by Telex between the Dutch com- pany in Amsterdam and the English com- pany in London. Communications by Telex were compara- tively new. Each company had a teleprinter machine in its office and each had a Telex number like a telephone number. When one company wished to send a message to the other, it got the Post Office to connect up the machines. Then a clerk at one end tapped the message on to his machine as if it were a typewriter, and it was instan- taneously passed to the machine at the other end which automatically typed the message on to paper at that end. The messages exchanged concluded with one from the Dutch company; at that step there was a completed contract by which the defendants agreed to supply 100 tons of cathodes at a price of ?239 10s a ton: the offer was sent by Tdex fromn England and accepted by Telex fromn Holand. The ques- tion for the determination of the Court was: Where was the contract madew? CONTRACIS MADE IN POSTBOX When a contract was made by post it was clear law throughout the common law coun- tries that the acceptance was c6mplete as soon as the letter was put into the postbox- that was the place where the contract was made. But there was no clear rule about contracts made by telephone or by Telex. Communications by those means were vir- tually instantaneous and stood on a different footing. If one man shouted an offer to another across a river, but did not hear his accept- ance because it was drowned by an aircraft flying overhead, there was no contract at that moment. Not until the first man had she answer was the other bound. Where two people made a contract by telephone, if one mnan made an offer to another by tele- phone and in the middle of his reply the line went dead, so that the first man did not hear the words of acceptance, there was no contract until the other had got through again so as to make sure that the first man had heard. Again the contract was only complete when the first man had the answer accepting the offer. Lastly, in the case of the Telex. it was not unti the message of acceptance was received that the contract was complete. His LoRDnsmp's conclusion was that the rule about instantaneous communications |between the parties was different from the rule about the post. The contract was only complete when the acceptar,ce was received by the offeror; and the contract was made at the place where the acceptance was received. DIVERGENCE OF LAWS' In a matter of this kind, however, it was very important that the countries of the world should have the same rule. His LoRr- SHtP had found that most of the European countries had substantialy the same rule as that which he had stated. Indeed, they applied It to contracts by post as well as instantaneous communications. But in the United States of America it appeared as though instantaneous communications were treated in the same way as postal communi- cations here. In view of this divergence, his LoansmIp thought that the matter shouldl be considered on principle, and so con- sidered, he had come to the view he had stated. He was glad to see that Professor Winfield in this country and Professor Williston in the United States of America had taken the same view. Applying those principles, the contract in the present case was, in his (his Lordship's) view, made in London where the acceptanco was received. LoRD JusTicE BtasErr delivered a concur- ring judgmentt. LoRD JusrTcE PARKER also agreed. Where the parties to a contract were in each other's presence or, though separated in space, com- munication between them was in effect instantaneous, there was no need for any such rule of convenience as that applying to contraots deemed complete when an accept- ance was handed to the Post Office. So far as Telex messages were concerned, though the dispatch and receipt of a message were not completely instantaneous, the parties were to all intents and purposes in each other's presence just as if they were in tele- phonic communication, and his Lordship could see no reason for departing from the general rule that there was no binding con- tract until notice of the acceptance was received by the offeror. MR. COOKE, for the defendants, asked for leave to appeal to the House of Lords. Com- munications of this kind were on the increase and the Court- had disapproved of a certain amount of persuasive authority and had also indicated that the Courts here might depart from the American rule as regarded the tele- phone. This was an American corporation trading all over the world and it was of great importance to them to know the extent of jurisdiction of the various Courts. The COUtRT refused leave to appeal to the House of Lords, this being an interlocutory application. Solicitors.-Messrs. Allen and Overy; Messrs. Smiles & Co. COURT OF APPEAL WHERE CONrRACfS BY TELEPHONE OR TELEX ARE "ADE " ENTORES LTD. v. MILES FAR EAST CORPORATION