Park v. Whitney

• Decision Date: 03 January 1889
• Parties: PARK v. WHITNEY.
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court

148 Mass. 278

19 N.E. 161

PARK v. WHITNEY.

Supreme Judicial Court of Massachusetts, Suffolk.

January 3, 1889

Appeal from superior court, Suffolk county.

Action by William R. Park against Henry M. Whitney to recover upon an alleged agreement of defendant to purchase certain shares of stock in the Equitable Water-Metre Company. The agreement as set out in the declaration, was contained in two letters. The first, dated May 16, 1884, addressed to plaintiff, and signed by defendant, so far as material, was as follows "As your possible losses on the metre business are a source of anxiety to you, I will give you my guaranty to take the metre stock from you at cost, without interest, at any time after Jan. 1, 1886, if at that time you desire to have me do so. This will save you from loss of everything but interest, and I hope that our profits may pay more than that. I am willing to do this, not because I want the stock, but solely from a feeling of friendship to you." The following is the second letter, which was addressed to defendant, and signed by plaintiff, and was dated July 9 1886: "As I desire to dispose of my interest in the Equitable Water-Metre Company, I hereby accept your proposition of May 16, 1884, (to take it from me at cost without interest, at any time after Jan. 1, 1886.) Will you kindly appoint the time, and I will forward the certificates." Defendant declined to accept the stock. A demurrer to the declaration was sustained, and plaintiff appealed.

COUNSEL

J.E. Maynadier, for plaintiff.

H.D. Hyde and W.A. Sargent, for defendant.

OPINION

C. ALLEN, J.

Assuming, in favor of the plaintiff, that the language of the defendant's letter which is relied on is to be considered as a direct offer to purchase the shares, and that it is to be taken as an offer by itself alone, and independently of the other proposals in the letter, still the offer never became binding as a contract upon the defendant, for want of a due acceptance of it by the plaintiff.

In the first place, considering the nature of the offer, and the circumstances as shown in the letter, the plaintiff must make known his acceptance by January 1, 1886. The words, "at that time," mean the same as "at that date." But if that is not the true construction, at least the offer must be accepted within a reasonable time after that date. Plainly, the offer was not to continue forever. The words "at any time" do not import...