Hastings v. Weber
| Decision Date | 02 July 1886 |
| Citation | 7 N.E. 846,142 Mass. 232 |
| Parties | HASTINGS v. WEBER and others. |
| Court | United States State Supreme Judicial Court of Massachusetts Supreme Court |
A.E. Pillsbury, for plaintiff.
C.J Noyes, for defendant.
The declaration alleges a contract with the defendants by which the plaintiff agreed to let to them certain premises for the term of five years from the first day of February, 1883, at the yearly rent of $4,000, and the defendants agreed that they would hire the premises, and execute and accept thereof for such term at said rent, and would pay the rent of $4,000 a year during said term.
There was no written contract, and the plaintiff relied upon a verbal contract between herself and the agent of the defendants; and the only question presented by the exceptions is whether there is a sufficient memorandum, in writing, of the contract to satisfy the statute of frauds. The memorandum must be found, if anywhere, in the letters of the defendants' agent to them of January 2d and 3d, and in the telegram of the defendants to their agent of January 3d. There is no evidence that the agent had any authority to sign a memorandum, and the only paper signed by the defendants is the telegram. This was sent in answer to the letter of January 2d, and before the letter of January 3d was received by the defendants. It is contended that it is so connected with the letter of January 2d as to incorporate that into itself, and make the letter and telegram together a memorandum signed by the defendant. Assuming, without deciding, that such is the correct construction of the two papers, we think they do not constitute a memorandum of the contract declared on, or of any contract. It is clearly not a memorandum of a completed contract, and the most that can be claimed is that it constitutes an offer by the defendants to the plaintiff, the subsequent verbal acceptance of which by the plaintiff gave it effect as the contract of the defendants. If we could adopt the assumption upon which this argument must rest, and hold that the telegram must be taken to include the letter of January 2d, and that the presentation of this telegram to the plaintiff on January 3d was in legal effect the exhibition of the letter and telegram to the plaintiff by the defendant through their agent, the principal question, and the only one we need consider, would be presented: Does the telegram import a promise by the defendant to the plaintiff to accept a lease described in it and the letter?
The correspondence is not between the parties to the supposed contract, but between one of the parties and his own agent, and it is to be construed accordingly. The agent was directed to look for a store for the defendants, and to negotiate for a lease of it. He had no authority, unless from the telegram, to accept a lease, or to make a contract, or to determine any of the terms of a lease or of a contract. His letter informed the defendants that he had been looking at the store of the plaintiff, contained a description of the premises, and stated the annual rent asked for a term of five years, as information to the defendants as the basis of further instructions. The question of the letter was whether the premises and the amount of rent were satisfactory to the defendants. It did not refer to the particular terms or conditions of a lease; such as, when the term should commence; when the rent should be payable, what alterations should be made in the premises, or what condition they should be put in by the owner; what alterations might be allowed to be made by the defendants; what rights the defendants should have as to underletting, and other particulars which might enter into the lease. The answer was, with brevity of correspondence, by telegraph: "If basement included at four thousand, secure five years' lease." This was obviously intended only as instructions to the agent that, if the rent would be of the amount stated, he should continue his negotiations, and procure a lease, the only contract contemplated, to be submitted to the defendants for their acceptance and execution.
The instructions in the telegram do not exclude, but accord with other instructions, as to the contents of the lease that may have been given by the defendants to their agent; and, as between the parties to the correspondence, they contain in legal effect the additional words, "according to instructions which have been or may be given." Instructions to the agent referring only to the particulars mentioned in the letter to which they were in reply cannot be construed as including a promise or offer to the...
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