Metropolitan Coal Co. v. Boutell Transportation & Towing Co.

• Decision Date: 02 April 1904
• Parties: METROPOLITAN COAL CO. v. BOUTELL TRANSPORTATION & TOWING CO.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

185 Mass. 391

70 N.E. 421

METROPOLITAN COAL CO. v. BOUTELL TRANSPORTATION & TOWING CO.

Supreme Judicial Court of Massachusetts, Suffolk.

April 2, 1904

COUNSEL

Robert M. Morse and Charles E. Hellier, for plaintiff.

Eugene P. Carver and Addison C. Burnham, for defendant.

OPINION

BRALEY J.

If it be assumed that the plaintiff succeeded in establishing the fact that William H. Mack was the general agent of the defendant, and, as such, had authority to make an agreement by which it would be bound, the more important and decisive question between the parties remains to be decided, and that is whether the evidence was sufficient, as a matter of law, to prove the contract set out in the declaration. The contract, if any, was made by an offer and reply in writing, and the only variance is the time referred to in each when the agreement was to take effect, and the defendant was to become entitled to the daily price to be paid by the charterer. No uncertainty appears in the language of the offer. The words 'beginning befoer November 1st and continuing until May 1, 1900,' were used in the proposal dated September 26, 1899, and may be construed as meaning that at any time after September 26th, and before November 1st, the defendant was ready to make an agreement to charter its tugboat and brages for continuous service, ending May 1st of the following year. Whatever business plans or projects may have been contemplated by the manager or agent of the defendant, it does not become important to consider as he had a right to fix in his offer the date when the proposed service should commence. There were no negotiations directly between the parties, but whatever was done took place through a firm of shipbrokers to whom the original offer was addressed, and by them it was communicated to the plaintiff. On September 28, 1899, the plaintiff sent to the brokers an alleged acceptance, in which the conditions contained in the offer were stated, with the exception of the time in which the contract was to be performed. Instead of 'beginning before November 1st, 1899,' the letter of the plaintiff fixed the period of service 'from Nov. 1 1899, to May 1, 1900,' This letter was not sent to the defendant, but the brokers were content to inform its agent on the same day by letter that the offer had been accepted, and giving the date of performance as being 'from November 1st or earlier to May 1st.' The transaction remained in paper, and stopped at this point, as there is no evidence of any further steps being taken by them.

While the intent of the parties to the proposed contract should not be defeated by any overrefined or too technical construction of the language used, an acceptance that varies from the offer, at least in any of its substantial particulars, cannot be deemed an assent to the proposition to which it is sent in reply, but it is to be classed as an independent proposal. Where a contract is in writing, the agreement is to be found from the language used. In a contract formed by a written offer followed by an acceptance in writing, it is the acceptance which furnishes the required element of agreement, and, indeed, binds the offerer to perform his undertaking according to its terms, because the offer has now become a contract, by the mutual under standing and assent of the parties to what is to be performed. The contract is made and completed by an offer followed by a simple, unconditional acceptance. Stoddard v. Ham, 129 Mass. 383, 385, 37 Am. Rep. 369; Husse v. Horne-Payne, L. R. 8 Ch. Div. 670. When the defendant offered to charter its vessels for a definite time, clearly stated, it was not an assent to or acceptance of its offer for the plaintiff to name another period, even though the date of termination in the contract proposed and that stated in the reply was the same. Harlow v. Curtis, 121 Mass. 320; Lincoln v. Gray, 164 Mass. 537-540, 42 N.E. 95, 49 Am. St. Rep. 480; Horne v. Niver, 168 Mass. 4, 46 N.E. 393; Eliason v. Henshaw, 4 Wheat. 225, 4 L.Ed. 556; Minneapolis & St. Louis Railway Co. v. Columbus Rolling Mill Co., 119 U.S. 149, 7 S.Ct. 168, 30 L.Ed. 376; Hyde v. Wrench, 3 Beav. 334.

Assuming, without deciding, taht the time named, 'from November 1st or earlier to May 1st,' may have been the same, in legal effect, as 'beginning before November 1st and continuing until May 1, 1900,' it is enough to say for the purpose of this case that it was not the proposition submitted to the brokers by the plaintiff, or transmitted by them to the defendant.

The law taht an undisclosed principal may avail himself of a contract entered into for his benefit by his agent, when acting within the limits of his authority, or may ratify his unauthorized acts, is undisputed; but the plaintiff puts its case on the contract claimed to have been made by the offer, followed by its letter of acceptance, and not on the letter of the brokers, which in fact conveyed a different proposition from that which they were authorized by their principal to transmit. The brokers were not the general agents of the plaintiff, and their authority to act rested on the terms of the letter, which did not become an acceptance until either it had been sent or its contents communicated...