Fairmount Glass Works v. Crunden-Martin Woodenware Co., 106 Ky. 659, 1899

NAME:
Fairmount Glass Works v. Crunden-Martin Woodenware Co., 106 Ky. 659, 1899

FACTS:
· 4/20/1895 – Appellee request price quote, terms, and cash discount for ten car loads of a type of jar, with different sizes to be either delivered to their facility or F.O.B. origin
· 4/23/1895 – Appellant responded with a quote for the type of jar requested and the various sizes including the terminology “for immediate acceptance, and shipment not later than 5/15/1895; 60 days acceptance, or 2 off, cash in ten days.”
· 4/24/1895 – Appellee sent telegram stating “enter order ten car loads per your quotation. Specifications mailed.”
· 4/24/1895 – Appellant responded to Appellee’s telegram stating “Impossible to book your order. Output all sold. See letter.”

PROCEDURE:
Action originally brought by Appellee against the Appellant to recover damages for breach of contract. Judgment was entered for the Appellee, Appellant appeals.

ISSUE:
Whether the dialog exchanged between the Appellant and Appellee can be construed as an offer to sell and an acceptance of that offer, therefore creating a K in which Appellant breached.

HOLDING:
Appellant’s answer to Appellee’s letter for the price and terms on which the Appellant would sell the goods was not a quotation of prices, but a definite offer to sell on the terms indicated, and could not be withdrawn after the terms had been accepted.

REASONING:
· Generally a quotation of prices is not an offer to sell – 7 Am. & Eng.Enc.Law (2d Ed.) p. 138; Smith v. Gowdy…However, In this case, the court thought there was more than a mere quotation of prices, even though the appellant’s letter used the word “quote”.
· Appellee’s letter on 4/20 did not request a quotation of prices, but merely asked for the lowest price they could give them for the requested items. From this Appellant should have known that Appellee wanted to know at what price appellant would sell the products and quantity requested
· Also, when Appellant stated “for immediate acceptance,” it can only be understood as a proposition to sell at these prices if accepted immediately. Therefore, the expression “for immediate acceptance,” taken in connection w/ Appellee’s letter, at what price it would sell the goods, is, much stronger evidence of a present offer which, if accepted immediately, would form a binding contract between the two parties
· Appellant argued that acceptance by Appellee was not of the offer as made b/c of the fact that the stipulation: “the jars and caps to be strictly first-quality goods,” was not in their offer. However, appellant had declined to furnish the goods prior to receiving the letter containing the stipulation above.
· Appellant also argued that the contract was indefinite b/c the quantity was not fixed (10 car loads is too indefinite). Appellee contended and the court understood that “ten car loads” is an expression used in the trade as equivalent to 1,000 gross (100 each car load).

DISPOSITION:
Affirmed

DISSENT:
None

EVALUATE:
The court properly held that the Appellant’s letter was an offer to sell Appellee the jars requested because, in order to be an offer, it must contain definite terms, which is present in the Appellant’s letter.

SYNTHESIZE:
(with Owen v. Tunison) A contract, in order to be formed, requires definite terms of an offer to sell.