Buick Motor Co. v. Thompson
| Decision Date | 13 June 1912 |
| Parties | BUICK MOTOR CO. v. THOMPSON. |
| Court | Georgia Supreme Court |
Syllabus by the Court.
If mutual promises are relied on as a consideration to support a contract, the obligations of the contract must be mutually binding upon the respective parties.
If parties agree that one will buy and the other sell articles of a certain character at stated prices, without specifying any number or amount of such articles, leaving the purchaser to give orders, the giving of an order or orders for certain things included in the offer to sell, before its withdrawal or termination, makes a contract as to the things so ordered and the contract is no longer unilateral as to them.
A corporation manufacturing automobiles wrote to a person agreeing that not later than a fixed date it would "conditions permitting," supply him with goods of its manufacture at certain specified prices, that it was agreed that such person should not sell the cars outside of a certain county, that the contract could be terminated upon 10 days' written notice, that he should make reports of sales made by him, and that the receipt of $200 was acknowledged as a deposit, to be retained by the company and returned to the other party at the termination or cancellation of the contract, provided a full and complete settlement of all accounts due to the company had been made. An acceptance of this agreement was written under the communication of the company, and signed by the person to whom it was addressed. Held that, in a suit for a breach of contract in failing and refusing to furnish cars ordered by such person from the company, it was not incumbent on the plaintiff to allege and prove that conditions permitted the defendant to supply him with the machines ordered.
(a) A petition which alleged such a breach of contract, and that the company had frequently promised to send the automobiles but had finally failed and refused so to do, was not demurrable, on the ground that it failed to allege that conditions permitted the defendant to do so.
Error from Superior Court, Fulton County; W. D. Ellis, Judge.
Action by D. V. Thompson against the Buick Motor Company. Judgment for plaintiff, and defendant brings error. Affirmed.
Anderson, Felder, Rountree & Wilson, of Atlanta, for plaintiff in error.
Colquitt & Conyers, of Atlanta, for defendant in error.
LUMPKIN, J. (after stating the facts as above).
Thompson sued the Buick Motor Company for a breach of contract. The defendant filed a demurrer, which was overruled, and it excepted. In addition to the general grounds there were also certain special grounds; but they are not urged or referred to in the brief of counsel for plaintiff in error, and therefore, under the uniform ruling of this court, will be treated as abandoned, and we will deal with the general grounds only.
1, 2. It was urged that the contract was unilateral, and that it did not bind the plaintiff to buy, and accordingly did not bind the defendant to sell. Where mutual promises are relied on as the consideration to support a contract, the obligations of the contract must be mutually binding upon the respective parties. Morrow v. Southern Express Co., 101 Ga. 810, 28 S.E. 998. This does not exclude the fact that one may, for a valuable consideration other than such mutual promises, bind himself by an option or offer to sell on certain terms during a specified time. In such a case he is bound to keep the offer open during the specified time, for the other party to accept or decline to buy. If acceptance is made within the time prescribed, the transaction then ceases to be a mere option or offer, and becomes a contract to sell and buy. Simpson & Harper v. Sanders & Jenkins, 130 Ga. 265, 60 S.E. 541.
It was contended, on behalf of the plaintiff in error, that this agreement belonged to the class first mentioned; that there was no consideration for the making of the contract, unless there were mutual promises; that in any event the defendant in error did not bind himself to buy cars, and the plaintiff in error was not bound to sell cars; that the agreements limiting sales by the defendant in error to Mitchell county declaring the contract terminable on 10 days' notice, requiring a report of any sales made, and a deposit of $200 by the defendant in error, were not considerations for the making of the contract, so as to bind the plaintiff in error to sell to the defendant in error any automobiles. If it should be conceded that the agreements as to territory and reports were merely regulatory, in case sales were made to the defendant in error, and that the deposit was not a payment or such part performance as to be a consideration for a promise to sell, but...
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