Raffles v Wichelhaus

The case established that where there is latent ambiguity as to an essential element of the contract, the Court will attempt to find a reasonable interpretation from the context of the agreement before it will void it.

The claimant (Raffles) entered into a contract to sell 125 bales of Surat cotton at fair market price to the defendant (Wichelhaus) at the rate of 17+1⁄4 d. per pound.

The issue before the Court was whether the defendant should be bound by the agreement to buy the cotton of the claimant's Peerless.

Consequently, as there was no consensus ad idem ("meeting of the minds"), the two parties did not agree to the same thing and there was no binding contract.

The contract was for the sale of a number of bales of cotton of a particular description, which the plaintiff was ready to deliver.

The words “to arrive ex ‘Peerless,’” only mean that if the vessel is lost on the voyage, the contract is to be at an end.

Pollock CB It would be a question for the jury whether both parties meant the same ship called the Peerless.]

The defendant has no right to contradict by parol evidence a written contract good upon the face of it.

1 There must be judgment for the defendants.Note that the process of demurrer is a common law practice that seeks to dismiss a lawsuit on the grounds that the facts are true, and are not enough to warrant legal action.