Lewis v. Johnson

• Court: Minnesota Supreme Court
• Writing for the Court: HALLAM, J.
• Citation: Lewis v. Johnson, 123 Minn. 409, 143 N.W. 1127 (Minn. 1913)
• Decision Date: 21 November 1913
• Docket Number: 18,217 - (58)
• Parties: JAMES LEWIS v. JENS JOHNSON

143 N.W. 1127

123 Minn. 409

JAMES LEWIS v. JENS JOHNSON

Nos. 18,217 - (58)

Supreme Court of Minnesota

November 21, 1913

Action, transferred to the district court for Hennepin county, to recover $2,240 for failure on the part of defendant to perform an agreement in writing, consisting of a series of letters between the parties and subscribed by them for the sale of the premises described in the complaint. The answer was a general denial. The case was tried before Dickinson, J., who granted defendant's motion for a directed verdict in his favor. From an order denying his motion for a new trial, plaintiff appealed. Affirmed.

SYLLABUS

Acceptance of offer -- change of terms.

A party to whom an offer of contract is made must either accept it wholly or reject it wholly. A proposition to accept on terms varying from those offered, is a rejection of the offer and a substitution in its place of the counter proposition. It puts an end to the negotiation so far as the original offer is concerned. The original offer thereby loses its vitality and is no longer pending; hence the party who has submitted the counter proposition cannot, at his own option, revive and accept the original offer which he has once virtually rejected. In order to give the rejected offer any new vitality, there must be a renewal of it, or renewed assent to it, by the party who made it. In a case within the statute of frauds, the agreement to deal on the basis of the rejected offer must be in writing.

Charles S. Marden and W. B. Douglas, for appellant.

James A. Peterson and Paul J. Thompson, for respondent.

OPINION

HALLAM, J.

Defendant owned a half section of land in Clay county. Plaintiff entered into negotiations to buy it. The negotiations were conducted by correspondence and a number of letters were exchanged between them. Plaintiff claims a contract of sale was made and that it was broken by defendant. Defendant denies that any contract was ever made. There are two letters which, if they could be taken alone, would make out a contract. The first is a letter written by defendant to plaintiff, dated January 8, 1909, making a proposition as follows:

"I will accept your offer of $21.00 per acre. * * * This must be spot cash. Subject to the mortgage of $3,000.00 which is due next fall. You will have to make settlement to the renters for the plowing done this fall."

The other is a letter written by plaintiff to defendant, of January 26, 1909, purporting to accept the above proposition.

The trouble arises from the fact that there was intervening correspondence which precludes our regarding these two letters as a completed offer and acceptance. This intervening correspondence was as follows: When plaintiff received the letter of January 8, instead of accepting its terms, he wrote the following: "Now Mr. J. Johnson I will give you what I said for the land $21.00 per acre," -- entirely eliminating the matter of settlement with the renters, and of the incumbrance on the land. This was not an acceptance of defendant's offer. It was a rejection of it. 9 Cyc. 290; Kileen v. Kennedy, 90 Minn. 414, 97 N.W. 126; Bastian Bros. Co. v. Wemott-Howard Co. 113 Minn. 196, 129 N.W. 369; Minneapolis & St. L. Ry. v. Columbus Rolling Mill, 119 U.S. 149, 151, 7 S.Ct. 168, 32 L.Ed. 376; Egger v. Nesbitt, 122 Mo. 667, 676, 27 S.W. 385, 43 Am. St. 596. There was still further correspondence before the letter of January 26. On January 13, defendant wrote plaintiff stating that the mortgage instead of being $3,000 on the half section in question, was $6,000 on the whole section, and further stating, "I have no contract with parties who are to rent the land for this season, but they did some plowing last fall * * *. If I sell to you, you will have to take care of the renters," and adding the further significant language, "I will not accept my money on this deal until everything is arranged satisfactorily to all parties interested," evidently meaning that everything must be arranged "satisfactorily" to the tenants. The terms contained in this letter are not identical with those of the letter of January 8. On January 14, 1909, plaintiff again wrote making still another counter proposition. After all this intervening correspondence, varying on both sides from the original offer of January 8, plaintiff could not catch up this letter of January 8, and, by writing a letter accepting its terms, making a binding contract, without some renewed assent thereto on the part of the defendant. This is well settled.

The law is that a party to whom an offer is made is at liberty to accept wholly, or to reject wholly, but one of these things he must do. 1 Parsons, Contracts, *477. A proposition to accept on terms varying from those offered, is a rejection of the offer and a substitution in its place of the counter proposition. It puts an end to the negotiation so far as the original offer is concerned. The original offer thereby loses its vitality, and is no longer pending between the parties hence, the party who has submitted the...