Reid v. Nw. Implement & Wagon Co.

• Decision Date: 07 May 1900
• Citation: 79 Minn. 369,82 N.W. 672
• Court: Minnesota Supreme Court
• Parties: REID et al. v. NORTHWESTERN IMPLEMENT & WAGON CO.

79 Minn. 369

82 N.W. 672

REID et al.

v.NORTHWESTERN IMPLEMENT & WAGON CO.

Supreme Court of Minnesota.

May 7, 1900.

Appeal from district court, Hennepin county; A. M. Harrison, Judge.

Action by C. C. Reid and others against the Northwestern Implement & Wagon Company. From an order of dismissal, plaintiffs appeal. Affirmed.

Syllabus by the Court

1. A written order, addressed to a party, and directing a shipment of goods, such order being ‘subject to approval at your office,’ is nothing more than a conditional offer to purchase. To become a valid enforceable contract, it must be approved or accepted by the party to whom it is addressed, and the party signing the same must be notified of the approval or acceptance within a reasonable time.

2. In the case at bar there was no formal approval or acceptance of the order. Held, that certain acts on the part of the officers of the corporation to whom the order was addressed, and a conversation with one of the officers, were insufficient to show approval or acceptance. F. D. Larrabee, for appellants.

Wilbur F. Booth, for respondent.

COLLINS, J.

For one reason, at least, the plaintiffs could not recover in this action, and therefore the court below was fully justified in dismissing the cause when plaintiffs rested. The written order addressed to defendant corporation, signed by two of the plaintiffs, and delivered to defendant's traveling salesman, contained the following plain language: ‘Please ship us on July 1st, 1898, or as soon thereafter as possible, the following order, subject to approval at your office.’ This order was for 45,000 pounds of binding twine, four distinct grades being specified, at prices ranging from 5 1/2 to 7 cents per pound, the value aggregating over $2,700. This writing was merely a conditional offer to purchase the twine at the prices named if the proposition was satisfactory to defendant, and was approved or accepted by it at its office, and this approval or acceptance communicated to plaintiffs within a reasonable time. To constitute a valid contract of sale, it is always essential that the parties mutually assent to its terms. An offer to sell or to buy does not become a contract until it is approved or accepted unconditionally, and upon its exact terms, by the other party. Ames & Frost Co. v. Smith, 65 Minn. 304, 67 N. W. 999, and cases cited; Leake, Cont. c. 1, § 1, par. 2. And in this case, approval or acceptance at defendant's office, not by its salesman, was expressly made a condition of the order, and, until such approval or acceptance, there was no contract. But counsel for plaintiffs contends that by certain acts of its officers the defendant approved and accepted the order, and became bound to ship the twine. Putting aside all question of the necessity, under the statute of frauds, of an approval or acceptance by defendant in writing, it is obvious that the acts relied on were wholly insufficient, and fall far short of establishing what is claimed for them. When the order was sent by the salesman who received it, the defendant mailed a letter to the firm, of which the two plaintiffs who signed were members, inclosing an acknowledgment that the other plaintiff, who had not signed, was one of the...