Cook v. Johnson

• Court: Washington Supreme Court
• Writing for the Court: SCHWELLENBACH
• Citation: Cook v. Johnson, 37 Wn.2d 19, 221 P.2d 525 (Wash. 1950)
• Decision Date: 22 August 1950
• Docket Number: 31259.
• Parties: COOK, v. JOHNSON.

221 P.2d 525

37 Wn.2d 19

COOK, v. JOHNSON.

No. 31259.

Supreme Court of Washington.

August 22, 1950

Department 1.

Edward J. Crowley, Spokane, for appellant.

J. P Burson, Tekoa, G. Kent Burson, Garfield, for respondent.

SCHWELLENBACH Justice.

Some time during the fall of 1947 Fulton Cook of St. Marias, Idaho, sold a ranch near St. Maries to L. D. Johnson of Rosalia Washington. The ranch was located in the lowlands and the drainage ditch had become somewhat clogged. Cook owned a dragline and, after the sale, negotiations were carried on between the two for Cook to move his equipment to the ranch and clean out and extend the ditch.

December 20, 1947 Johnson wrote Cook:

'Mr. Fulton Cook

'St. Maries Idaho.

'Dear Mr Cook

'I thot I wod drop you a line to day I ham hopen this finds you folks all O.K. with best wishes to you and famley. I am bout thee same as ever I am planen on goen way the first of thee year someplase

'Bout the ditchen you was to dow on my Farm goe a head and dow thee work what you think to bee needed and I will pay you later on when you send me thee bill I may not see you bee fore I goe away

'your Truly

'[signed] L. D. Johnson'

Cook replied December 23d:

'If everything progresses satisfactorly and we do not have too much extreme weather conditions we will be at your ranch ready to extend the ditches for you by about January 20th. I have something like three weeks work with my machine on my ranch Before I can get to your work but you can count on me doing the work as I promised you just as soon as I can get to it.'

January 22, 1948, Johnson sold the ranch under a conditional sales contract to Harry Fink and shortly thereafter Fink went into possession. Johnson then went to California and returned March 27th or 28th.

At the time he wrote the letter of December 20th, Johnson was negotiating the contract with Fink. He did not notify Cook, however, of this fact. He never at any time notified Cook concerning the contract with Fink or the change of possession. He never at any time attempted to revoke his offer to Cook.

Cook learned of the contract of sale shortly after it was made, and knew that Fink was in possession. He testified that he did not contact Johnson because he did not know where he was.

Cook moved his equipment onto the ranch the early part of April and worked from April 19th to May 19th. The court found that the charge of $1,790 for work and labor performed was reasonable. Cook testified that the delay in commencing the work was due to an unusually heavy frost that year.

Upon Johnson's return from California, Before going on to Rosalia, he spent a few days in Spokane. Fink met him there and made a payment on the contract. He told Johnson that Cook was on the ranch, preparing to commence the work. Fink testified: '* * * I asked Mr. Johnson about the deal on the ditching and he said to go ahead, to tell Mr. Cook to go ahead as agreed.'

He testified that he so advised Cook (who was then at the ranch ready to start) upon his return that evening.

As to this conversation, Johnson testified: '* * * he wanted to know what bargain I had made with Cook to do this ditching that Cook did and I said the ditching was to be done at cost and he would have to talk to Cook himself about getting a price on it, I had nothing to do with it any more.'

Shortly after June 1st Johnson, in response to a letter from Fink, went to St. Maries. While there he was handed a statement by Cook for the work performed. This was the first time the two had met or had corresponded with each other since the exchange of letters the previous December. Their testimony as to what transpired at this meeting is so conflicting that a recounting of it would serve no useful purpose. However, upon his return home, Johnson wrote Cook on June 10th:

   'June 10, 1948
                   'Mr. Fulton Cook
                   'St. Mery's Ida.
                

'Dear Mr. Cook

'I never node what was goen on when I was talken to you the other day till it was two late bout this steem shuvell work it seems like Finch thinks I was to pay for that work I cant under stand how he got that idey less Watkins led him to beeleve this when I sold this place thrue watkins I was to have sow much Clear and now back Bills to come up he sed he Had Ryle Part fixed that way he acts couney dum on that questen sow dos Fink but never come rite out with it but talked bout thee work quite freely last spring he asked me what deal I had with you I told him you spoke of doen thee work at cost and I dident have eney plan to tell him.

'Of Corse if I was to pay it it make eney diference what prise it wood be of corse things has turned out quite diferent now and mabe things look difernt I have told Watkins I dident want eney tales tide on my Deals I will see you later on bout this deal I can let him have some money some time if he gits up agin eney thing but I fige thee best way is to drift a long for a while and see how things goes

'Best wishes

'[signed] L. D. Johnson'

          To this letter Cook replied:
                    'Big Meadow Ranch
                    'St Maries, Idaho
                    'June 21st, 1948
                   'Mr. L. D. Johnson,
                    'Rosalia, Wash.
                

'Dear Mr. Johnson:

'In reply to your letter of the 10th inst. relative to account for ditching on the ranch I sold to you, there is some misunderstanding about who is to pay the account appearantly between you and Mr. Finck.

'In your letter to me dated December 20th 1947 you stated in regard to the ditching as follows:

"About the ditching you was to do on my farm go ahead and do the work what you think to be needed and I will pay you later on when you send me the bill'

'I answered your letter of Dec. 20th and stated that I would get to this work as soon as possible. I also asked Mr. Fink who was to pay for this work and he stated that he had talked with you about this ditching and that you would help him if he needed it.

'Naturally, with your letter of Dec. 20th instructing me to do this work and send you the bill and you would pay for it and Mr. Finck saying to go ahead with the work I do not see where there is any question about the payment. I do not care who pays for the work, either Mr. Fink or you that is immaterial. I think you and Mr. Finck should get together and settle this matter as I do not wish to have any trouble over it.

'I have a great deal of expense this year and need the money so, I will expect an immediate reply.

'Yours truly,

'[signed] Fulton Cook'

Upon trial of an action by Cook against Johnson the trial court concluded that there was no valid contract or meeting of minds between the parties as a result of the exchange of letters of December 20, 1947 and December 23, 1947, and entered judgment dismissing the action with prejudice. This appeal follows.

The law recognizes, as a matter of classification, two kinds of contracts--bilateral and unilateral. A bilateral contract is one in which there are reciprocal promises. The promise by one party is consideration for the promise by the other. Each party is bound by his promise to the other. A unilateral contract is a promise by one party--an offer by him to do a certain thing in the event the other party performs a certain act. The performance by the other party constitutes an acceptance of the offer and the contract then becomes executed. Until acceptance by performance, the offer may be revoked either by communication to the offeree or by acts inconsistent with the offer, knowledge of which has been conveyed to the offeree. An example of this class of contract is the offer of a reward. 17 C.J.S., Contracts, § 8, page 326; 1 Page on Contracts 65, § 51; Mowbray Pearson Co. v. E. H. Stanton Co., 109 Wash. 601, 187 P. 370, 190 P. 330, and cases cited therein; Higgins v. Egbert, 28 Wahs.2d 313, 182 P.2d 58.

The letters between the parties indicate that they had negotiated for some time with reference to appellant cleaning out and extending the ditches. Those negotiations culminated in an offer by respondent to pay upon performance by appellant and upon appellant's submission of a bill to him. Up to that point appellant was not obligated to perform. He could have accepted the offer by performance. But he went further than that and promised to do the work. The promises of the two men thereby became reciprocal and binding, each upon the other. The two letters constitute a binding reciprocal agreement between the parties. There was a definite proposal by respondent which was unconditionally accepted by appellant. The minds of the parties met. See Lost Lake Lumber Co. v. Smith, 29 Wash. 713, 70 P. 134.

In Mowbray Pearson Co. v. E. H. Stanton Co., supra, the Stanton Company executed and delivered the following offer in writing: 'In consideration of Mowbray Pearson Company soliciting and delivering ice in Spokane north of the Spokane river to Olive Street bridge and north of N. P. R. R. east of Olive Street bridge and south of Cora avenue west of Division street, and Dalton avenue east of Division street, E. H. Stanton Company agrees to sell pure merchantable ice to Mowbray Pearson Company for $1.50 per ton at their plant for their requirements during 1916, and further agrees not to sell any other dealer for distribution in that district.'

The Pearson Company wrote the word 'accepted' upon the contract. It was contended that that made the contract bilateral. We pointed out, however, that by writing the word 'accepted' the Pearson Company merely agreed to the terms of the writing and did not promise to solicit and deliver ice in the district defined. Here appellant went...