Story Case

A crowd of farmers was congregated around a country store and Farmer Hikey said to John Smalley:

"If you need a binder, I will sell one to you for $40".

Wilson Hight heard the offer and, when he saw Farmer Hikey a short time later he said:

"I accept your offer to sell your binder for $40".

Hikey refused to sell to Hight, because he disapproved of the slovenly manner in which Hight kept his fences. He admitted that Hight's credit was superior to that of Smalley but he persistently refused to negotiate with him.

Hight sued Hikey for refusing to sell the binder to him and Hikey defended, on the ground that the offer was not made to Hight. Is this defense valid?

Ruling Court Case. Boston Ice Company Vs. Potter, Volume 123 Massachusetts Reports, Page 28; Volume 25 American Reports, Page 9

During, and previous to, the year of 1873, the Boston Ice Company furnished Patten with ice, daily. Potter became dissatisfied with the ice and service of the company, and refused to deal with it longer. He made a contract with the Citizen's Ice Company. Before April, 1874, the latter company sold its business to the Boston Ice Company with the right to supply ice to its customers. No notice of this change was ever made or communicated to Potter. During the whole of that year, ice was supplied to Potter daily and was used by his servants. When he discovered the fact that it was being furnished by the Boston Ice Company he notified it to furnish no more, and refused to pay anything for the ice which had been furnished during the preceding year.

The defense of Potter was that he never made a contract with the Boston Ice Company; he had offered to pay so much for ice daily, but he made that offer solely to the Citizen's Ice Company, and not to the Boston Ice Company.

Decision

When a person makes an offer to a particular person or corporation for services or property, that person, and that person alone may accept the offer. In this case, Potter had offered to pay one company so much daily for ice; another company, without his knowledge and consent, accepts his offer and furnishes the ice. But this acceptance does not make a contract between them. Therefore, Potter was under no contractual obligation to pay the Boston Ice Company for the ice in question.

Mr. Justice Endicott, who delivered the opinion of the Court, said: "A party has the right to select and determine with whom he will contract, and cannot have another person thrust upon him without his consent. It may be of importance to him who performs the contract, as when he contracts with another to paint a picture, or write a book, or furnish articles of a particular kind, or when he relies upon the character or qualities of an individual, or has, as in this case, reasons why he does not wish to deal with a particular party. In all these cases, as he may contract with whom he pleases, the sufficiency of his reasons for so doing, cannot be inquired into".

Therefore, it was decided that the Boston Ice Company could not recover from Potter.

Ruling Law. Story Case Answer

An offer made to one person does not constitute an offer to any other person. Obviously, therefore, only the person to whom the invitation has been extended can, in reliance on the offer, complete a binding contract. Hikey's defense to the Story Case is effective.