Story Case

Mr. Radnitz circulated handbills with the following notice:

"I offer my threshing machine for sale for the price of $500.

(Signed) Joseph Radnitz".

The next day, Gerhart drove to Radnitz' residence for the purpose of accepting the offer, but Radnitz was not at home. It also chanced that the machine was sold on the same day.

Gerhart, however, protested to Radnitz that he had accepted the offer of sale before the machine was sold and that he would sue him for breach of contract.

Radnitz defends on the ground that he had no notice of the uncommunicated acceptance and that he was not bound by it. Do you think that the defense is a good one?

Ruling Court Case. White Vs. Corlies, Volume 46 New York Reports, Page 467

Samuel P. White was a builder with his place of business in 40th Street, in the City of New York. Corlies and Tift, the defendants in this action, were merchants with an office at 32 Day Street in the same city. In September, 1865, Corlies furnished White with specifications for fitting up a suite of offices at 57 Broadway, and requested him to make an estimate of the cost of the work. On September 28, White left his estimate with Corlies to be considered. After a day or two spent in considering the estimate, the following note was sent to White:

"Upon an agreement to finish the fitting up of offices, 57 Broadway in two weeks from date, you may begin at once.

J. W. Corlies".

No reply was ever made by White to this note; but when he received it, he began buying lumber to be used in the work. The day after the note was delivered to White, Corlies notified him that he had changed his decision about the work and that he need not consider further procedure. White claimed that he had a contract, and that this notice was a breach; and, therefore, brought this action for damages.

Corlies contended, however, that the contract was not complete, because he had received no notice of his acceptance; and that, therefore, he was not liable for damages.

Decision

Before an offer can be turned into a binding contract, there must be an acceptance; and this acceptance must be communicated by some word or appropriate act, showing an acceptance. The purchase of lumber by White was not an appropriate act which sufficiently indicated his intention of accepting, because the lumber might have been purchased for any other work which he might have been doing. Therefore, there was no contract, and Corlies is not liable in this action.

Mr. Justice Folger said in part: "Where an offer is made by one party to another when they are not together, the acceptance of it by that other must be manifested by some appropriate act. It does not need that the acceptance shall come to the knowledge of the one making the offer before he shall be bound. But though the manifestation need not be brought to his knowledge before he becomes bound, if that manifestation is not put in a proper way to be in the usual course of events, in some reasonable time, communicated to him, he is not bound. Thus, a letter received by mail, containing a proposal, may be answered by letter, containing the acceptance. And in general, as soon as the answering letter is mailed, the contract is concluded. Though one party does not know of the acceptance, the manifestation thereof is put in the proper way of reaching him.

In the case at hand, White determined to accept. But a mental determination, not indicated by speech or put in course of indication by act to the other party, is not an acceptance which will bind the other".

Therefore, judgment was given for Corlies, the defendant in this action.

Ruling Law. Story Case Answer

An acceptance must be actually communicated to the person making the offer; or the person accepting must perform some appropriate act, manifesting his intention and willingness to enter into the contractual relation. The secret intention of Mr. Gerhart in the Story Case is insufficient; it would be very unfair and inconvenient to permit a person to accept by mere intention without some manifestation of the intention. A much more difficult question is presented by the case of White vs. Corlies. There, White did not actually communicate his acceptance to Corlies, but he contended that the purchase of his material was an appropriate act which indicated his willingness to accept. But the Court was of opinion that this was not an appropriate act, because buying of lumber was something which he did constantly and was no special indication that he had determined to accept the proposition of Mr. Corlies.