Boulton v Jones [1857] is a landmark English contract law case concerning mistaken identity and its impact on the formation of a contract.

Factual Background

The defendants, Jones and another, had a long-standing business relationship with a pipe hose manufacturer named Brocklehurst, with whom they maintained a running account. On the morning of 13 January 1857, the plaintiff, Boulton (who had been Brocklehurst’s foreman), purchased Brocklehurst’s business, stock, and fixtures.

That afternoon, the defendants’ servant delivered a written order for leather hose, specifically addressed to Brocklehurst. Boulton executed the order and supplied the goods without notifying the defendants that the business had changed hands; his bookkeeper even crossed out Brocklehurst’s name on the order and inserted Boulton’s. When Boulton later sent an invoice, the defendants refused to pay, stating they “knew nothing of him”.

The Legal Issue

Could Boulton maintain an action for the price of the goods when the defendants had intended to deal with Brocklehurst and not him?

Arguments

  • The plaintiff (Boulton): argued that by keeping and using the goods after receiving an invoice in his name, the defendants had adopted the contract with him; and that as owner of the goods, only he could sue for their price.
  • The defendants (Jones): contended they never intended to contract with Boulton. Critically, they relied on a right of set-off: they had a running account with Brocklehurst and intended to use the purchase to offset debts Brocklehurst owed them.

The Judgment

The Court of Exchequer ruled for the defendants, holding that no contract existed.

  • Intention to contract: Pollock CB stated that if a person intends to contract with “Person A”, then “Person B” cannot step in and give themselves rights under that intended contract without consent.
  • Identity of the party: Bramwell B emphasised that the personality of a contracting party is vital when it is of “importance”, such as where a right of set-off exists; allowing Boulton to treat the contract as his own would prejudice the defendants by depriving them of their set-off against Brocklehurst.
  • Lack of notice: Channell B noted Boulton failed to notify the defendants of the change in ownership before executing the order; by the time the invoice arrived, the defendants may already have used or been unable to return the goods.

Authority

The case established that where the identity of a party is a material element of the contract, a mistake as to identity can prevent a contract from ever forming. If a party makes clear they intend to deal with a specific person, another cannot “intercept” that offer and create a binding agreement by performing without notice.