Modern Pool Products, Inc. v. Rudel Machinery Co.

• Decision Date: 26 March 1968
• Citation: 294 N.Y.S.2d 426,58 Misc.2d 83
• Parties: MODERN POOL PRODDUCTS, INC., Plaintiff, v. RUDEL MACHINERY COMPANY, Inc., Defendant.
• Court: New York City Court

Page 426

294 N.Y.S.2d 426

58 Misc.2d 83

MODERN POOL PRODDUCTS, INC., Plaintiff, v. RUDEL MACHINERY COMPANY, Inc., Defendant.

Civil Court of the City of New York, Trial Term, New York County.

March 26, 1968.

Burns, Kennedy, Schilling & O'Shea, New York City, for defendant, William J. O'Shea, Jr., Edmund J. Burns, New York City, of counsel.

Eugene E. Lefkowitz, New York City, for plaintiff, Robert S. Clark, New York City, of counsel.

HAROLD BIRNS, Judge.

In January, 1965, Modern Pool Products, Inc., the plaintiff, located in Greenwich, Connecticut, delivered a pipe-bending machine to an Illinois factory as recommended by defendant, Rudel Machinery Company, Inc. of New York City, for certain repairs to be undertaken by defendant. The repairs were not made. Nevertheless the machine remained at the factory for more than a year. Plaintiff now seeks damages for reduced market value of the machine resulting from an alleged breach of contract by defendant.

Plaintiff's claim rests in large measure upon correspondence with the defendant. In this respect, there is a resemblance with those classic cases, where offer and acceptance may emerge from such writing of the parties (1 Williston on Contracts, 3d Ed. Sec. 81 and cases cited therein).

On September 16, 1964, the defendant, by letter, submitted a proposal to the plaintiff, to repair the pipe-bending machine, which was used in the construction of swimming pools. This machine had previously been inspected by a representative of the defendant, but the work to be done would be required to be performed in the Pines plant, Aurora, Illinois. The price for parts and labor necessary to restore the machine to working condition was quoted as $1600 plus freightage.

No written response was forthcoming from plaintiff until January 14, 1965, some four months later, when plaintiff advised defendant that the machine would be shipped to the Illinois plant by January 20.

On February 10, 1965, defendant, by letter, acknowledged that the machine had arrived at the Illinois plant but stated that detailed examination of the interior of the machine had disclosed that more extensive repairs were required than originally contemplated. In this letter defendant approximated the cost of the repairs and labor to be $3300 and that it would await plaintiff's instructions whether or not to proceed with the work to be done.

Not until December, 1965, some ten months later, did plaintiff write to the defendant, but in this letter plaintiff advised that a decision would be made after the disposition of the machine during the next month. On February 8, 1966, plaintiff finally notified defendant that the machine in question had been sold and the plaintiff no longer owned it.

In this factual framework, the critical question appears to be whether the letters of September 16, 1964 and January 14, 1965 constituted a contract as maintained by plaintiff. If they did, then plaintiff is entitled to damages; if they did not, then obviously the later correspondence created no binding relationship between the parties to this suit (because plaintiff never asked defendant to go ahead with the necessary work), and thus defendant is entitled to judgment. The application of basic principles of contract law is dispositive of the issues in this case.

It is fundamental that an offer, if not accepted promptly, may be terminated by lapse of time (Restatement, Law of Contracts, Section 35). Where no time is fixed in the offer within which acceptance must be made, it is a rule of law that acceptance must be made within a reasonable time (Restatement, supra, section 40(1)). What is a reasonable time may vary with the circumstances (Restatement, supra, section 40(2), 1 Williston on Contracts, section 54) and is an issue of fact to be resolved upon trial (Oliver v. Wells, 229 App.Div. 356, 243 N.Y.S. 328; Morey v. State of New York, 283 App.Div. 562, 129 N.Y.S.2d 27).

There are instances no doubt, where a court would be warranted in holding that the failure of an offeree to respond within a reasonable time terminated the offer as a matter of law. Such was the holding in Staples v. Pan American Wallpaper and Paint Co., 3 Cir., 63 F.2d 701, where a period of 101 days intervened between the receipt of an offer and its purported acceptance.

In most cases where this problem has arisen, the question is considered to be one of fact (Oliver v. Wells, supra).

While the time to accept will last much longer than it otherwise would where an offerer reasonably leads an offeree to believe the offer is still open (1 Corbin on Contracts, section...