Kreutzer v. Lynch

• Decision Date: 27 September 1904
• Citation: 100 N.W. 887,122 Wis. 474
• Parties: KREUTZER v. LYNCH ET AL.
• Court: Wisconsin Supreme Court

122 Wis. 474

100 N.W. 887

KREUTZER

v.LYNCH ET AL.

Supreme Court of Wisconsin.

Sept. 27, 1904.

Appeal from Circuit Court, Iron County; John K. Parish, Judge.

Suit by A. L. Kreutzer against D. W. Lynch and another for the specific performance of a contract for the sale of land. From a judgment in favor of plaintiff, defendants appeal. Affirmed.

The two defendants being owners in common of certain lands in Iron county, of which there was no record title, the defendant Lynch, as a result of certain correspondence, and upon the receipt of $1 as consideration therefor, on May 21, 1902, sent to George P. Taplin, of Wausau, a letter granting an option for 30 days to purchase said lands for $6,000. On the faith of that option Taplin and the plaintiff, Kreutzer, incurred considerable expense in an inspection of the lands, and on June 13th Taplin made a written assignment to the plaintiff of said option. About June 6th both Taplin and Kreutzer had certain parol negotiations with Lynch, in which they attempted to obtain a lower price, but unsuccessfully. On June 17th the plaintiff wrote the defendant the following letter: “Wausau, Wis., June 17, 1902. Dr. D. W. Lynch, West Bend, Wis.--Dear Sir: Your option, dated May 21st, 1902, to George B. Taplin of the following described lands, to-wit: All of section 16, and the NE of the NE, the SE of the SW and the S 1/2 of the SE of 17, all in township 44--4, and by Tapplin assigned to A. L. Kreutzer, is hereby accepted. Please forward deed and abstract of title to the National German American Bank of Wausau, Wis., with instructions to the bank to let us inspect the papers, and if the title is found perfect, to deliver to us on payment of $6,000.00. Make deed to Marathon Land & Mortgage Co. Very Respectfully, A. L. Kreutzer.” Lynch, after first denying that he had ever offered the lands for $6,000, and after being supplied with copies of his previous letters, on July 16th reported a refusal on the part of his partner to sell for $6,000, and unqualifiedly refused to do anything except to pay expenses of inspecting the land; whereupon the plaintiff commenced this action to compel specific performance. The court found that a partnership existed between the defendants for the management and sale of these lands, and that Lynch was the partner intrusted with the entire management and control; that the above-quoted letter of June 17th was a categorical acceptance of the previous option, and that the portion thereof requesting sending of deed, abstract, etc., was neither intended by the plaintiff nor understood by the defendant as a qualification of such acceptance, but merely as a suggestion of a convenient method of closing the trade made by reason of a suggestion in conversation that it might be closed by correspondence; whereupon judgment requiring specific performance by a conveyance of the premises by both defendants upon the payment of $6,000 to them was entered, from which the defendants appeal.

P. O'Meara (S. S. Barney, of counsel), for appellants.

Kreutzer, Bird & Rosenberry, for respondent.

DODGE, J. (after stating the facts).

The pivotal question arises upon the construction of Mr. Kreutzer's letter of June 17th. Is it a complete and categorical acceptance of the offer of the land at $6,000? Or is the last clause to be read as a condition or qualification of the acceptance, so that it attempted to import new terms not specified in the offer? Of course, the law is well settled and not materially disputed between the parties. An offer must be accepted in its exact terms in order that a contract should arise thereon, and any attempt to impose new conditions or terms in the acceptance, however slight, will ordinarily deprive it of any efficacy. Clark v. Burr, 85 Wis. 649, 55 N. W. 401;Russell v. Falls Mfg. Co., 106 Wis. 329, 82 N. W. 134. Letters bearing close similarity to that here presented received consideration in Northwestern Iron Company v. Meade, 21 Wis. 474, 94 Am. Dec. 557,Matteson v. Schofield, 27 Wis. 671, and Baker v. Holt, 56 Wis. 100, 14 N. W. 8. In the first and third of these the direction as to sending deed and method of closing the transfer was considered as a qualification of the acceptance; while in Matteson v. Schofield it was held to constitute a mere suggestion or request, which did not qualify the direct and categorical acceptance contained elsewhere in the letter. Each of the letters so considered was marked by some slight differentiation from that in the present case; but these varying views of court at least serve to establish that such a letter is not necessarily clear or certain in its significance, but may contain a measure of ambiguity. In both Matteson v. Schofield and Baker v. Holt it is held that such ambiguity might be resolved by extrinsic facts surrounding the transaction and by the conduct of the parties. In the present case there was evidence of conversation between the parties which might have served as an invitation to Mr. Kreutzer to suggest a method of closing the transaction by mail--the defendant Lynch having suggested to him that that might be done. Again,...