Court case(1857) 2 H & N 564

Jones had dealt for years with Brocklehurst, a pipe-hose manufacturer, against whom he had a set-off. On the very day Brocklehurst sold his business to his foreman, Boulton, Jones sent a written order addressed to Brocklehurst for some hose. Boulton supplied the goods without telling Jones of the change of ownership. Jones used the goods, and when Boulton's invoice arrived refused to pay him, claiming to set off the debt Brocklehurst owed him.

The Court of Exchequer held that there was no contract between Boulton and Jones. The order was an offer made to Brocklehurst, with whom Jones had a special reason to deal because of his set-off, and no one else could accept it. Boulton, knowing the order was addressed to another, could not by performing it make himself a party. Boulton therefore could not sue for the price.