Rucker v. Sanders

• Decision Date: 14 December 1921
• Docket Number: 398.
• Citation: 109 S.E. 857,182 N.C. 607
• Parties: RUCKER v. SANDERS.
• Court: North Carolina Supreme Court

109 S.E. 857

182 N.C. 607

RUCKER v. SANDERS.

No. 398.

Supreme Court of North Carolina

December 14, 1921

Appeal from Superior Court, Guilford County; Webb, Judge.

Action by P. C. Rucker against W. M. Sanders. From judgment of nonsuit, plaintiff appeals. Reversed.

Clark C.J., dissenting.

Where an offer to sell stock was accepted absolutely without condition, it resulted in an executory contract, with mutuality of obligation and remedy.

A suggestion or direction, in a letter of acceptance of an offer to sell stock, to draw a draft on the offeree for the purchase price, attach the stock certificates to it, and send it to a certain bank for collection, did not amount to an attempt to vary the terms of the offer to sell, and will not defeat an action for breach of contract.

Civil action to recover damages for an alleged breach of contract growing out of the following negotiations:

On Wednesday, March 24, 1920, the plaintiff who resides in Greensboro, N. C., addressed a letter of inquiry to the defendant, who lives at Smithfield, N. C., asking what was the lowest price he would take for his stock in the Jefferson Standard Life Insurance Company. On Friday, the 26th, the defendant answered by mail, saying that he owned 50 shares of said stock which he would sell for $10,000. On Saturday March 27th, the plaintiff wrote the defendant as follows:

"Regarding your fifty shares of Jefferson Standard stock that you offer at $10,000.00, while this is the highest price I have heard of, I will accept it. Just draw on me here at Greensboro with your Jefferson Standard stock attached to the draft, and I will honor same. Please advise me that you have drawn, so I will be looking out for the draft."

The following Monday, March 29th, the defendant replied, saying that he had disposed of his stock; whereupon, on March 30th, the plaintiff wired the defendant, insisting that the stock be delivered in accordance with his offer.

There was a judgment of nonsuit upon the ground that no enforceable contract had been shown, and from this ruling the plaintiff appealed.

Alfred S. Wyllie and J. S. Duncan, both of Greensboro, for appellant.

King, Sapp & King, of Greensboro, for appellee.

STACY J.

We think the defendant's motion for judgment as of nonsuit should have been denied. The offer to sell the 50 shares of stock in question for $10,000 was made by mail which carried with it an implied invitation, nothing else appearing, to accept or reject the offer in like manner--that is, by mail. Patrick v. Bowman, 149 U.S. 411, 13 S.Ct. 811, 866, 37 L.Ed. 790; 13 C.J. 300; 6 R. C. L. 611.

Where no time limit is fixed, it is generally understood that the offeree must accept within a reasonable time; and we think this necessarily means that he should have a reasonable time within which to accept, in the absence of any revocation by the offerer. Minn. & St. L. R. Co. v. Columbus Rolling Mill Co., 119 U.S. 149, 7 S.Ct. 168, 30 L.Ed. 376; Lucas v. Western Union Tel. Co., 131 Iowa, 669, 109 N.W. 191, 6 L. R. A. (N. S.), 1016, and note; Litz v. Goosling, 93 Ky. 185, 19 S.W. 527, 21 L. R. A. 127, and note. However, this is not one of the mooted questions before us, as the plaintiff's letter of acceptance was forwarded by return mail, and defendant admits that he received it before selling his stock to another.

There is no controversy or difference of opinion between the parties as to the general rules of law governing the subject of contracts by correspondence; but the defendant contends that the plaintiff's letter of March 27th was not an unconditional and unqualified acceptance of his offer. He says the terms were varied by the direction to draw draft with stock attached, and that such was a condition precedent to plaintiff's acceptance. We think this construction is rather too technical and might properly be characterized as "sticking in the bark." It is quite certain that, if the plaintiff were seeking to avoid his agreement on this ground, we would be disposed to hold against him. And, if the contract be binding as to one of the parties, it is binding as to both. The defendant's offer was accepted absolutely, without condition, and this resulted in an executory contract, with mutuality of obligation and remedy. Howell v. Pate, 181 N.C. 117, 106 S.E. 454, and cases there cited.

The difficulty in the instant case arises out of the failure of the parties to distinguish between a condition which goes to the making of the contract and a suggestion relating only to its ultimate performance or execution. Of course, to consummate any kind of a contract, there must be a meeting of the minds upon a given subject. An unaccepted offer is not a contract; and, as stated in a number of cases, an acceptance to be effectual must be identical with the offer and unconditional. 13 C.J. 281. But, in order for this subsequently intended direction or suggestion to invalidate the acceptance, it should amount to a qualification or condition imposed as a part of the acceptance itself. In other words, it must be construed in the case at bar as a qualified acceptance to the effect that "I will accept your offer; provided you attach stock to draft and draw on me here in Greensboro and advise me so that I can be looking out for same." It will be readily conceded, without debate, that if this latter meaning be the reasonable and natural interpretation of plaintiff's letter dated March 27th, then there was no contract, and the defendant's contention, based upon this assumption, is entirely correct. But, on the other hand, if a contrary purpose were intended, as apparently and evidently it was, and the parties so understood it, we must give effect to the most essential and controlling element of all executory contracts, to wit, the real understanding and intention of the parties. The suggestion or direction made by plaintiff to draw draft with stock attached was not an unusual or unexpected method by which the parties might reasonably have contemplated carrying out the contract; and this lends color to the conclusion that a compliance with the plaintiff's wish, hope, or expressed request, "Just draw on me here with stock attached," was not intended as a condition precedent to his acceptance of the defendant's offer. It is further conceded that the result would have been otherwise had this suggestion not been accompanied by a declaration of unqualified and unconditional acceptance. 39 Cyc. 1199, and cases cited in note.

There is no effort to circumvent or deny the well-settled principle that an offer must be accepted in its exact terms in order that a contract should arise therefrom, and any attempt to impose new conditions or terms in the acceptance, however slight, will ordinarily deprive it of any efficacy. Kreutzer v. Lynch, 122 Wis. 474, 100 N.W. 887.

But where the letter of acceptance contains a mere suggestion or requests that payment be made in a certain way, and such request is not in the form of a condition attached to the acceptance, it does not amount to an attempt to vary the terms of the offer to sell, and will not defeat an action in proper instances for specific performance, or one for a breach of the contract. Curtis Land Co. v. Interior Land Co., 137 Wis. 341, 118 N.W. 853, 129 Am. St. Rep. 1068; Turner v. McCormick, 56 W.Va. 161, 49 S.E. 28, 67 L. R. A. 853, 107 Am. St. Rep. 904.

In the last-cited case the Supreme Court of West Virginia makes the following general observations pertinent to the subject now in hand:

"If a man says, 'I accept your offer,' that makes a contract. It assents to all the terms of the offer. What more is necessary? There is a complete 'aggregatio mentium.' The acceptance conforms to the offer in every particular. How can a mere request, relating, not to the making of the contract, but to its performance, be deemed to change it? Would the acceptor be permitted to excuse himself from performance on the ground of such request? No precedent of that kind has been found. They are all cases in which the proposer, desiring to escape from the consequences of his offer, because somebody else has proposed a higher price than the first asked, seeks to repudiate the transaction and sell to the other party. Property rights are sacred and should be well guarded by the law, but, when a man has deliberately made a fair contract of sale, he ought not to be permitted to avoid it on some flimsy pretext, in order to avail himself of a better bargain. Time and place of payment, when not mentioned in an accepted offer, are fixed by law, and are matters of performance, carrying out the contract, a thing wholly distinct and separate from the making of the agreement. If, contemporaneously with, or subsequent to the making of the contract, either party suggest, request, or propose a time, place, or mode of performance different from that agreed upon, that does not of itself effect such change, nor does it cause a breach, giving right of action or rescission to the other party. Swiger v. Hayman [48 S. E., 839]."

In Skinner v. Stone, 144 Ark. 353, 11 A. L. R. 808, 222 S.W. 360, a case practically on all fours with the one at bar, the Supreme Court of Arkansas holds (as condensed and stated in the syllabus):

"A suggestion in the acceptance of an offer to sell real estate that the purchaser will take care of draft attached to deed sent to a specified bank does not make that method of payment a condition which will avoid the contract if not accepted, but the purchaser must be given the opportunity to pay in money if the seller requires it."

In the note following this case published in 11 A. L. R. 811, the reporter cites two of our own decisions in support of the same position to wit, Hughes v. Knott, 138 N.C. 105, 50 S.E. 586, 3 Ann. Cas....