Batavia v. St. Louis Southwestern Ry. Co.

• Citation: 103 S.W. 140,126 Mo. App. 13
• Parties: BATAVIA v. ST. LOUIS SOUTHWESTERN RY. CO.
• Decision Date: 03 June 1907
• Court: Court of Appeal of Missouri (US)

103 S.W. 140

126 Mo. App. 13

BATAVIA v. ST. LOUIS SOUTHWESTERN RY. CO.

Kansas City Court of Appeals. Missouri.

June 3, 1907.

Rehearing Denied June 24, 1907.

COMPROMISE AND SETTLEMENT — MAKING OF CONTRACT — QUALIFIED ACCEPTANCE OF OFFER — EFFECT.

Plaintiff claimed damages for the loss of baggage, and wrote the railway company's general baggage agent: "What will you settle the whole claim for?" The agent replied: "I have been authorized to allow you $652.05. * * * Please advise promptly, that voucher may be issued at once." Plaintiff replied: "Provided you send voucher at once, I will take $652.05." And the agent answered: "Beg to advise you that voucher No. 31 should reach you * * * in about 15 days from our treasurer's office, St. Louis." Held, that the letters did not constitute a contract of settlement based on the company's offer and plaintiff's acceptance.

Appeal from Circuit Court, Jackson County; W. B. Teasdale, Judge.

Action by George Batavia against the St. Louis Southwestern Railway Company. Judgment for plaintiff, and defendant appeals. Reversed.

Sam H. West, Daniel B. Holmes; and Henry C. Page, for appellant. M. F. Ringolsky and I. J. Ringolsky, for respondent.

ELLISON, J.

This action is based on an alleged contract of settlement of a claim against defendant. Plaintiff recovered judgment in the trial court.

Plaintiff, residing at Kansas City, Mo., had a claim against defendant for baggage destroyed by a fire. After considerable correspondence with the defendant's general baggage agent at Texarkana, Tex., plaintiff closed his letter of the 25th of March, 1905, with the question: "What will you settle the whole claim for?" The baggage agent answered April 7th as follows: "Re-yours 3-25, beg to advise that I have been authorized to allow you $652.05 in full settlement of your claim. Please advise promptly, that voucher may be issued at once." Plaintiff answered under date of April 8th as follows: "In reply to your favor of the 7th inst., desire to say that provided you send voucher at once, I will take $652.05 in full settlement of my claim." Then on April 10th the baggage agent wrote plaintiff as follows: "Re-yours 4-8 beg to advise that voucher No. 31 should reach you through our Mr. Marens of your city in about fifteen days from our treasurer's office, St. Louis." Afterwards, on May 6th, the agent wrote plaintiff that the company refused to approve voucher. The question for our decision is whether those letters constitute a complete contract. Were they a proposition and acceptance?

The law is clear that, in order to bind an offer—in order to transform a proposition into a contract—the acceptance must be of the very terms proposed. Strange v. Crowley, 91 Mo. 287, 2 S. W. 421; Robinson v. Railway Co., 75 Mo. 494; James v. Fruit Jar Co., 69 Mo. App. 207; Eliason v. Henshaw, 4 Wheat. (U. S.) 225, 4 L. Ed. 556; Norrington v. Wright, 115 U. S. 188, 6 Sup. Ct. 12, 29 L. Ed. 366; Weaver v. Burr, 31 W. Va. 736, 8 S. E. 743, 3 L. R. A. 94; Potts v. Whitehead, 23 N. J. Eq. 512; Kleinhans v. Jones, 68 Fed. 742, 15 C. C. A. 644; Oriental Steam Co. v. Briggs, 4 De G., F. & J. 191; Hussey v. Horne, 8 Ch. Div. 670; Appleby v. Johnson, L. R. 9, C. P. 158; Clark on Contracts, 63; Leake on Contracts, 28. A few extracts from the foregoing cases will show how explicitly judges and text-writers have expressed themselves on this subject. "To make a concluded contract, the acceptance must be unequivocal, unconditional, and without any variance of any sort between it and the proposal." Strange v. Crowley, supra. "A binding contract can only occur when the offer made is met by an acceptance which corresponds with the offer made in every particular." Robinson v. Railway Co., supra. "To constitute a contract, there must be a proposition by one party, accepted by the other, without any modification whatever. If the acceptance modifies the proposition in any particular, however trifling, it amounts to no more than a counter proposition. It is not in law an acceptance which will complete the contract." Weaver v. Burr, supra. "It must, in every respect, meet and correspond with the offer, neither falling within or going beyond the terms proposed, but exactly meeting them at all points and closing with them just as they stand." Potts v. Whitehead, supra; Yore v. Bankers' Ass'n, 88 Cal. 609, 615, 26 Pac. 514.

If we consider the terms proposed by the baggage agent's letter of April 7th as including that the voucher was to be issued at once on acceptance of the offer, it is not certain that the word "issued" meant sent to plaintiff. We may concede that words "to issue" mean to send out. But, considering the entity for which the baggage agent was speaking, it being a large corporation of various departments which are organized with a view to checks upon each other in the payment of money, it may well be doubted whether the baggage agent meant that he would issue (send) the voucher to plaintiff at once, or whether he would at once issue (send) it to the department which must approve it. The latter view (judging from his action) seems to have been the baggage agent's understanding. Again, the words of the letter are not clearly and unequivocally a proposal to issue voucher at once. They may have meant merely an intention to do so for defendant's own convenience, but not a promise or offer to...