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sell the goods was not a quotation of prices, but a definite offer to sell on the terms indicated, and could not be withdrawn after the terms had been accepted.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.

Owen v. Tunison, Supreme Judicial Court of Maine, 131 Me. 42, 1932

NAME:
Owen v. Tunison, Supreme Judicial Court of Maine, 131 Me. 42, 1932

FACTS:
· Δ, a resident of Newark N.J., was the owner of the Bradley block and lot
· 10/23/1929 – π wrote a letter asking if Δ would sell him his “store property which is located on Main St. in Buckspot, Me. running from Montgomery’s Drug Store on one corner to a Grocery Store on the other, for the sum of $6,000.”
· 12/5/1929 – π received Δ’s letter dated 11/12/1929 which stated that “Because of improvements”…which cost “several thousand dollars”…he could not sell it unless he were to receive $16,000.00 cash.
· π replied “accept your offer for Bradley block Bucksport Terms sixteen thousand cash send deed to Eastern Trust and Banking Co Bangor Maine Please acknowledge.”
· Four days later Δ notified π that he did not wish to sell the property

PROCEDURE:
None stated in opinion

ISSUE:
Can the Δ’s letter to the π be construed as a contract and therefore Δ was in breach of contract to the π?

HOLDING:
No. The Δ’s letter, while may have been written with the intent to open negotiations, is not an offer to sell and therefore since no contract was formed, there was no breach of contract.

REASONING:
· There can [be] no contract for the sale of property desired, no meeting of the minds of the owner and prospective purchaser, unless there was an offer or proposal of sale
· It cannot be successfully argued that Δ made any offer or proposal of sale
· In a recent case the words, “would not consider less than half” is held “not to be taken as an outright offer to sell for one-half.” –Sellers v. Warren, 166 Me. 350
· Courts have held “He [Δ] does not say, ‘I offer to sell to you.’ The language used is general…and is not an offer by which he may be bound, if accepted, by any or all of the persons addressed.” –Nebraska Seed Co. v. Harsh, 98 Neb. 89

DISPOSITION:
Judgment for Δ

DISSENT:
None

EVALUATION:
Using only the rules and reasoning stated above and applying it to the question raised in this case, the court was correct in holding that the letter was not intended to be construed as an offer to sell because the language used was general, and did not meet the required “meeting of the minds” between the buyer and seller.

SYNTHESIS:
N/A