Montgomery Ward & Co. v. Johnson

• Decision Date: 19 May 1911
• Citation: 209 Mass. 89,95 N.E. 290
• Parties: MONTGOMERY WARD & CO. v. JOHNSON.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

209 Mass. 89

95 N.E. 290

MONTGOMERY WARD & CO. v. JOHNSON.

Supreme Judicial Court of Massachusetts, Worcester.

May 19, 1911

COUNSEL

Chas. F. Choate, Jr., and Geo. P. Merrick (Richard W. Hale, of counsel), for appellant.

Herbert Parker and Henry H. Fuller, for appellee.

OPINION

BRALEY J.

The essential allegations of the bill are admitted by the demurrer, but if they fail to show a binding contract between the parties, it cannot be maintained for specific performance, or injunctive relief. The defendant manufactured and sold firearms of certain types, which had acquired in the market a recognized reputation for their quality and style of workmanship. In the management of the business, sales were made only to jobbers, who were to resell to their customers at a uniform price. But having received complaints that the scale of prices in some instances had not been followed, she issued a printed letter, which after reciting the cause of its publication, and that 'we have prepared, and are sending under this cover by registered post, a printed document setting forth the terms and conditions upon which Iver Johnson revolvers will be supplied to the jobbing trade,' contained the statement that 'hereafter no order will be filled except upon the terms set forth in the enclosed document, therefore please read it carefully, for we are going to ask your support and cooperation.' The plaintiff apparently was a customer of the defendant, and having received the letter, alleges that it was 'a certain offer in writing to make a contract,' the terms and conditions of which were expressed in the accompanying document. It is then alleged that, 'intending to accept said contract, and to cause that the defendant should be bound by said acceptance, and that the parties should be mutually bound thereby,' the plaintiff transmitted to the defendant an order for revolvers; but there is no allegation that this purpose was communicated to her, or that the order was accepted with this understanding.

The plaintiff relies on these transactions as constituting a bilateral contract. But if the letter and document are examined in connection with the recitals, they were not in the nature of a general offer, where upon compliance with the conditions by those to whom it is addressed, a legally binding contract at once springs into existence. The defendant promulgated the terms under which she proposed to do business in the future, not with the plaintiff only, but with the members of the jobbing trade, who were to be treated as licensees, if they would agree to abide by them. It is expressly announced, in the seventh paragraph of the document, that the defendant does not undertake to furnish,...