Hutcheson v. Blakeman

• Decision Date: 25 June 1860
• Citation: 60 Ky. 80
• Parties: Hutcheson vs. Blakeman.
• Court: Kentucky Court of Appeals

Page 80

60 Ky. 80

Hutcheson vs. Blakeman.

Court of Appeals of Kentucky.

June 25, 1860.

APPEAL FROM GREEN CIRCUIT COURT.

JUDGE WOOD DELIVERED THE OPINION OF THE COURT:

It is an undisputed fact, that the slaves in contest in this action were the property of appellant anterior to the negotiation by the letters which are shown to have been sent and received by the parties respectively, in regard to the sale on the one side and the purchase on the other, of said slaves.

The first, and indeed the principal and controlling, question presented upon the record is this: Did the letter from appellant to appellee, dated 18th Nov., 1859, and the letter from the latter to the former in response, dated 26th of the same month, create a contract of sale between the parties, by which the title to the property was changed, and passed from appellant to appellee?

We presume that no one doubts that in creating a contract the negotiation may be conducted by letter; and that the contract is complete when the answer containing a direct and unconditional acceptance of a distinct proposition is dispatched by mail or otherwise, provided it be done with due diligence, after the receipt of the letter containing the proposal, and before any intimation is received that the offer is withdrawn. There is no necessity in this case of any controversy in regard to that doctrine. The true and exact matter in dispute betwixt the parties relates to the nature of the supposed acceptance by appellee, in his letter of the 26th Nov., of the proposition which had been made to him, by appellant, in his letter of the 18th November. Was there such an acceptance as completed the contract, so that the parties were equally and mutually bound after the moment of time at which the letter of the 26th November was deposited in the mail?

That this question may be answered correctly it is necessary that we look to the nature of the assent to a proposition which the law requires in order to make a contract. Parsons says (1 Parsons on Contracts, p. 399,) "there is no contract unless the parties assent thereto, and they must assent to the same thing in the same sense; and the parties must assent to an agreement, and this agreement must be obligatory."

"The assent must comprehend the whole of the proposition, it must be exactly equal to its extent and provisions, and it must not qualify them by any new matter."

"If the answer departs from the proposition, either in words or effect, or varies the terms of the offer, or substitutes for the contract tendered one more satisfactory to the respondent, in these cases there is no assent and no contract. The respondent is at liberty to accept wholly, or to reject wholly; but one of these things he must do; for if he answers, not rejecting, but proposing to accept under some modifications, this is a rejection of the offer."

The doctrine is briefly but very distinctly stated by the supreme court of the U. S., in Eliason vs. Henshaw, (4 Wheaton, 225,) as follows: "It is an undeniable principle of the law of contracts, that an offer of a bargain by one person to another, imposes no obligation upon the former, until it is accepted by the latter, according to the terms in which the offer was made. Any qualification of, or departure from, those terms invalidates the offer, unless the same be agreed to by the person who made it. Until the terms of the agreement have received the assent of both parties, the negotiation is open, and imposes no obligation upon either party." This was a case in which the negotiation between the parties, in reference to the sale of flour, was conducted by letters. And it was decided by the supreme court that the party who had made an offer was not bound, because the adverse party had not accepted the offer, according to the terms in which it was made; and that the circuit court should have instructed the jury that the plaintiff who sued upon the alleged contract could not recover.

In Hazard vs. The N. E. Marine Ins. Co., (1 Sumner's Circuit Court Reports,) Judge Story, with distinctness and emphasis, recognizes the principle that the parties to a contract must agree to the same subject matter in the same sense. They must contract "ad idem."

In the case of Tayloe vs. Merchants Fire Ins. Company, (9 Howard, 390,) the supreme court, in deciding, as they did, that putting the answer by letter in the mail containing an acceptance of a proposition is valid as a constructive notice of the acceptance, give their approval to the other doctrine that the acceptance must be unqualified. In the opinion it is said, "the unqualified acceptance by one of the terms proposed by the other, transmitted by the due course of mail, is regarded as closing the bargain, from the time of the transmission of the acceptance." Eliason vs. Henshaw, supra, is cited and incidentally approved. The doctrine is sanctioned by all the elementary authors. (See Chitty on Contracts, pp. 10-11.)

Now did the letter of appellee, dated 26th Nov., in answer to appellant's letter of the 18th of the same month, contain such an acceptance of the proposition made and communicated in the latter letter as the law requires to make the contract complete and equally and mutually binding upon both parties? It is the opinion of the court that it did not.

It is true that appellee, after acknowledging the receipt of appellant's letter of the 18th, and briefly repeating the proposition of appellant — namely, that he could get the negroes by sending Henry's note and a check for $1,500 — says "I will take them." But these words are liable to any qualification, or condition, or proposition, which the respondent thought proper to annex, for the purpose of showing the terms on which he was willing to take the negroes.

Did he add any such qualification, condition, or proposition? In the same sentence in which the expression "I will take them" is found, (for there is not a full stop at the end of this expression — i. e., the words, "I will take them" do not, of themselves, make a complete sentence, according to the copy of the letter incorporated in the record,) the fact is stated that there is an attachment levied on the negroes of $50 and costs by the turnpike company, and appellant is required to settle that to relieve the slaves from the incumbrance. "Or, (says the writer,) I can do it (settle the attachment,) if you wish and send you their receipt, and retain the amount out of the $1,500." In an after part of the letter is this expression, awkwardly put in, "or fix it so it wont come against me," which we understand to refer to some sort of indemnity against the attachment.

It is particularly worthy of note that the statement of the terms upon which he proposed to sell the slaves is very distinct and somewhat emphatic. He says, "so if you want them you can have them by sending me my note which Henry holds against me, and a check for $1,500." And again, "I have determined to take no less than my note which Henry holds against me, and a check for $1,500." If appellee intended to accept this distinct proposition unconditionally, and without any sort of qualification, it might have been done in very brief terms. If he had simply said in response, "I will take them," and no more, the acceptance would have been appropriate and sufficient. Of course the necessary implication would have been, "upon the terms...