Thomas v. Greenwood

• Decision Date: 06 April 1888
• Citation: 69 Mich. 215,37 N.W. 195
• Court: Michigan Supreme Court
• Parties: THOMAS v. GREENWOOD ET AL.

37 N.W. 195

69 Mich. 215

THOMAS v. GREENWOOD ET AL.

Supreme Court of Michigan

April 6, 1888

Appeal from circuit court, Bay county; S. M. GREEN, Judge.

Henry H. Thomas sued George C. Greenwood et al. for damages for breach of contract. Judgment for defendants. Plaintiff appeals. All other material facts appear in the opinion.

CHAMPLIN J.

The defendants were, in 1886, doing business at Duluth, Minn under the firm name of G. C. Greenwood & Co. The plaintiff on the 9th of February, 1886, wrote to defendants from Bay City Mich., as to the purport of which letter we are not informed. Defendants replied February 11, 1886, as follows:

"DULUTH, MINN., February 11, 1886

" Mr. H. H. Thomas, No. 9 Munger Block, Bay City Michigan-DEAR SIR: We are just in receipt of yours of the 9th inst., in reference to Hercules powder. Replying, would say that we have the following in stock: 600 lbs. No. 2, 2 1/4 inch; 2,800 lbs. No. 2, 1 1/4 inch; 2,600 lbs. No. 2, S. 1 1/2 inch; 1,150 lbs. No. 2, S. S. 1 1/4 inch; 1,550 lbs. No. 1, X. X. 1 1/4 inch. Of this we would like to reserve about 1,500 lbs. Our Mr. Mundy, who was talking with you, is not at home, and is bumming around the country in the cant-hook business. We quote this powder to you at 10c per lb. f. o. b. here, we to reserve about amount stated. We also quote 4 x caps, see inclosed circular, which we are told are the best caps made, at $5.90 per thousand. Fuse, Lake Superior mining, single and double tape, at 20 per cent. off Toy & Bickford & Co.'s or �tna Powder Co.'s list; terms, cash or approved notes. Should you decide to order these goods, you may give us indorsed note, that we can use the same as cash, dated March 1st, four months, without interest.

"Hoping to receive your order, we remain,

"Yours truly,

G. C. GREENWOOD & CO."

-Which said letter was duly received by said plaintiff, and immediately on the receipt of which said plaintiff wrote and mailed to said G. C. Greenwood & Co. a letter of which the following is a copy:

"BAY CITY, MICH., February 15, 1886

" Messrs. G. C. Greenwood & Co., Duluth, Minnesota-GENTLEMEN: Your letter or statement, showing amount of Hercules powder to hand, showing 8,700 lbs. I will take 7,200 lbs. of same, leaving you the 1,500 lbs. in reserve, as you wished; so please ship promptly by freight.

1,900 lbs. No. 2, S. 1 1/4 inch, Hercules.

2,600 lbs. No. 2, S. 1 1/2 inch, Hercules.

1,150 lbs. No. 2, S. S. 1 1/4 inch, Hercules.

1,550 lbs. No. 1, X. X. 1 1/4 inch, Hercules.

------------

$720.00.

"Please ship above goods at once, and on receipt of invoice will forward indorsed note, due four months from March 1, 1886. I do not understand what grade No. 4 X. is. I use Tupper force caps of same brand in my trade here. You are too high on caps and fuse.

"Respectfully,

H. H. THOMAS."

These letters plaintiff claims made a binding contract between the parties on its receipt by defendants. They did not ship the goods as requested, and plaintiff brings this action to recover his damages based upon the alleged contract. He also added another count to his declaration, as follows: "And also for that whereas, the said defendants heretofore, to-wit, at Bay City, in the county of Bay, on, to-wit, the 20th day of January, 1887, were indebted to and justly owed said plaintiff the sum of three thousand dollars for damages sustained by him by reason of the failure of said defendants to ship, furnish, and deliver to plaintiff seven thousand two hundred pounds of Hercules powder, then before bought by plaintiff at Bay City of said defendants at Duluth, in the state of Minnesota." The court below sustained a demurrer to the declaration, and this ruling presents the only question for our decision.

Do these letters form a valid completed contract between the parties? Counsel for plaintiff concede that, to have this effect, the letter of acceptance must in every respect correspond with the offer, neither falling short nor going beyond the terms proposed; and they insist that it complies with the requirements of the law in this regard. Counsel for defendants dispute this, and insist that the minds of the parties never met, because- First. The offer is indefinite, and left two matters open for further consideration, namely, the grade, and quantity of each grade of the 1,500 pounds of powder to be reserved by Greenwood & Co.; also the sufficiency of the note to be accepted in payment of the goods. We think the position of the counsel for defendants is correct. The right to select the powder reserved is clearly implied in the reservation. It applied to one grade no more than another, and the fact the price at which the whole quantity was offered being a uniform price of 10 cents a pound, made no difference with the exercise of this right. Presumably it was reserved to fill some other order, or to supply the wants of some...