The facts in the Court of Appeal decision of Re Selectmove Ltd.1 were straightforward although the legal ramifications (particularly in the context of consideration) were not. The appellant company owed the respondent, the Inland Revenue, substantial sums. The company’s managing director met with a representative of the Revenue, and the former proposed an arrangement with regard to both payment of arrears (by instalments) as well as future sums owed. The Revenue’s representative stated that he would have to seek approval from his superiors and that he would revert to the company if the proposal were found to be unacceptable. Payments were made by the company pursuant to the arrangement, albeit the proposed arrangement was far from strictly adhered to, with late payments being made (it did appear, however, that the company was attempting its best to honour its obligations under the arrangement). The Revenue pressed for repayment of the entire debt, the failure by the company to do so resulting in the present winding-up order by the trial judge, against which the company brought the present appeal.

Peter Gibson, L.J., with whom Stuart-Smith and Balcombe, L.JJ., agreed, delivered the substantive grounds of decision. The learned judge’s reasons with regard to the first issue did not reflect a conventional stance. While accepting the general proposition that acceptance cannot be inferred from mere silence, save in very exceptional circumstances,2 he pointed out that the present situation was somewhat different: it was the offeree who had undertaken that he would communicate with the offeror if his principal (the Revenue) did not want a contract to be concluded (the “usual” scenario being one where the offeror was attempting to impose on the offeree the term of acceptance by silence). Under the circumstances, the learned judge stated that he could “see no reason in principle why that should