Could the offer have been withdrawn prior to the expiration of a reasonable length of time? If a letter was sent by the offeror attempting a withdrawal when would it be effective to constitute a withdrawal? If offeree had mailed a letter within a reasonable time accepting the offer before the letter attempting withdrawal reached him, would there be a contract?

Case 44. Minn. Linseed Oil Co. v. Collier White Lead Co., 4 Dill (U. S.) 531; Fed. Cas. No. 9635.

Facts: The Minnesota Linseed Oil Co. telegraphed to the Collier White Lead Co., asking for best offer on oil. The Lead Co. replied offering to buy 300 barrels at 55 cents a barrel. To this the Oil Co. returned an offer at 58 cents a barrel. This last telegraph was transmitted on Saturday, July 31 at 9.15 P. M. and reached the Lead Company at St. Louis, Monday morning between 8 and 9 o'clock. On Tuesday, Aug. 3, 8.53 A. M. the Lead Company sent a telegraph attempting to accept the offer. After this attempted acceptance was telegraphed, the Oil Company wired it must withdraw its offer. The Lead Company refused to consent and maintained that a contract existed, and claims damages for breach thereof.

NELSON, DISTRICT JUDGE: "It is well settled

that there is no difference in the rules governing the negotiation of contracts by correspondence through the post-office and by telegraph, and a contract is concluded when an acceptance of a proposition is deposited in the telegraph office for transmission. See 14 Am. Law Reg. 401, 'Contracts by Telegraph,' article by Judge Redfield, and authorities cited; also, Trevor v. Wood, 36 N. Y. 307.

"The reason for this rule is well stated in Adams v. Lindsell, 1 Barn. & Ald. 681. The negotiation in that case was by post. The court said: "That if a bargain could not be closed by letter before the answer was received, no contract could be completed through the medium of the post-office; that if the one party was not bound by his offer when it was accepted (that is, at the time the letter of acceptance is deposited in the mail), then the other party ought not to be bound until after

they had received a notification that the answer had been received and assented to, and that so it might go on ad infinitum.' In the case at bar the delivery of the message at the telegraph office signified the acceptance of the offer. If any contract was entered into, the meeting of minds was at 8:53 of the clock, on Tuesday morning, August 3rd, and the subsequent dispatches are out of the case. 1 Pars. Cont. 482, 483.

"The rule is not strenously dissented from on the argument, and it is substantially admitted that the acceptance of an offer by letter or by telegraph completes the contract, when such acceptance is put in the proper and usual way of being communicated by the agency employed to carry it; and that when an offer is made by telegraph, an acceptance by telegraph takes effect when the dispatch containing the acceptance is deposited for transmission in the telegraph office, and not when it is received by the other party. Conceding this, there remains only one question to decide, which will determine the issues: Was the acceptance of defendant deposited in the telegraph office Tuesday, August 3rd, within a reasonable time, so as to consummate a contract binding upon the plaintiff?

"It is undoubtedly the rule that when a proposition is made under the circumstances in this case, an acceptance concludes the contract if the offer is still open, and the mutual consent necessary to convert the offer of one party into a binding contract by the acceptance of the other is established, if such acceptance is within a reasonable time after the offer was received.

"The better opinion is, that what is, or is not, a reasonable time, must depend upon the circumstances attending the negotiation, and the character of the subject matter of the contract, and in no better way can the intention of the parties be determined. If the negotiation is in respect to an article stable in price, there is not so much reason for an immediate acceptance of the offer, and the same rule would not apply as in a case where the negotiation related to an article subject to sudden and great fluctuations in the market.

(

"The rule in regard to the length of the time an offer shall continue, and when an acceptance completes the contract, is laid down in Parsons on Contracts (volume 1, p. 482). He says: 'It may be said that whether the offer be made for a time certain or not, the intention or understanding of the parties is to govern. * If no definite time is stated, then the inquiry as to a reasonable time resolves itself into an inquiry as to what time it is rational to suppose the parties contemplated; and the law will decide this to be that time which as rational men they ought to have understand each other to have had in mind." Applying this rule, it seems clear that the intention of the plaintiff, in making the offer by telegraph, to sell an article which fluctuates so much in price, must have been upon the understanding that the acceptance, if at all, should be immediate, and as soon after the receipt of the offer as would give a fair opportunity for consideration. The delay here was too long, and manifestly unjust to the plaintiff, for it afforded the defendant an opportunity to take advantage of a change in the market, and accept or refuse the offer as would best subserve its interests.

Question 44: (1) Set out the facts in this case and show what legal question was presented thereby?

(2) By what act would the acceptance be complete (if in time) in this case, and was such acceptance in time? Why? (3) Why a quicker acceptance required in this case than in Case 43?

Case 45. (Maclay v. Harvey, 90 Ill. 525. Facts: John Harvey, defendant, owner of a millinery store in Monmouth, on March 21, 1876, wrote plaintiff, a milliner in Peoria, Illinois, offering her a position in his shop at $15 per week during the season, which was to begin about the 5th to the 10th of April and to end about July 1st. He ended by saying:

"You will confer a favor by giving me your answer by return mail." Plaintiff on March 23rd answered this letter accepting position, and gave the answer to a boy to post. The postmark showed it was not put in the post

office until March 25th. Defendant not receiving plaintiff's answer by return mail or several mails thereafter, made other arrangements. Plaintiff sued for breach of contract.

Point Involved: If acceptance to an offer is requested within a certain time, does this limit the life of the offer? SCHOFIELD, J.: If a contract was consummated between the parties, it was by the mailing of appellant's (plaintiff's) postal card on the 25th of March. It is clear here that the nature of the business demanded a prompt answer, and the words, 'You will confer a favor by giving me your answer by return mail,' do in effect stipulate for answer by return mail. There were two daily mails between Peoria and Monmouth. and it did not require more than one Appellee's (defendbears date March 21st.

day's time between the points. ants') letter (Plaintiff) received appellee's letter on the evening of the 22nd. Appellee was, therefore, entitled to expect a reply mailed on the 23rd, which he ought to have received on that day, or at the farthest, on the morning of the 24th, but appellant's reply was not mailed until the 25th. It does not relieve appellant of fault that she gave the postal card to a boy on the 23rd to have him mail it. and his neg

ligence

The boy was her agent,

*

*

Question 45: (1) What was the language here that determined the duration of the offer? When was the letter sent to plaintiff When was reply put in mails? Would the depositing of the reply in the mails constitute an acceptance had it been done in time? Why was the boy's delay considered the delay of the plaintiff?

§ 56. (Contracts, Sec. 24.) Termination of offer by

rejection.

Case 46. Lewis v. Johnson, 123 Minn. 409, 143 N. W. 1127.

HALLAM, J.:

"The law is that a party to

whom an offer is made is at liberty to accept wholly, or to

reject wholly, but one of these things he must do. 1 Parsons, Contr. 477. A proposition to accept on terms varying from those offered is a rejection of the offer, and a substitution in its place of the counter proposition. It puts an end to the negotiation so far as the original offer is concerned. The original offer thereby loses its vitality, and is no longer pending between the parties; hence the party who has submitted the counter proposition cannot, at his own option, revive and accept the original offer, which he has once virtually rejected. Fox v. Turner, 1 Ill. App. 153. See also Lanz v. McLaughlin, 14 Minn. 72, Gil. 55, and cases above cited. In order to give the rejected offer any new vitality, there must be a renewal of it, or renewed assent to it, by the party who made it. Sheffield Canal Co. v. Sheffield & R. R. Co., 3 Eng. Ry. & C. Cas. 121, 132. The attempted acceptance of a rejected offer is in effect nothing more than a proposal which must be assented to by the original offerer before any contract arises. The revival of the rejected offer is an essential part of the contract, and it must be proven as a substantive fact."

Question 46: Jones offers Wadsworth his horse for $150, saying that Wadsworth may have a week in which to accept. Two days later Wadsworth offers $125. Jones declines, saying nothing at all one way or the other about his original offer. Wadsworth two days later advises that he will accept Jones' original offer. Jones refuses and Wadsworth sues. Is there a contract? Why?

§ 57. (Contracts, Sec. 25.) Termination of offer by destruction of subject matter.

(Note: If specific subject matter is offered and then destroyed before acceptance there is no contract. As where I offer you a horse and he dies before the contract is completed by your acceptance. The effect of destruction after contract made is treated under Discharge of Contracts.)