Caseflicks

Massachusetts Supreme Judicial Court • 1893

Hobbs v. Massasoit Whip Co.

158 Mass. 194 | 33 N.E. 495 | 1893 Mass. LEXIS 262

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Takeaway

In short, this case shows that silence is not ordinarily acceptance, but silence plus retention of goods may amount to acceptance when prior dealings and the parties' circumstances make a response reasonably necessary.

Background

The plaintiff sent eelskins to the defendant, a whip manufacturer, and sought their price after the defendant retained them for several months until they were destroyed. The defendant gave the plaintiff no notice that it declined to accept the skins.

The parties had dealt with one another before. The plaintiff had sent eelskins in the same manner four or five times, and the defendant had accepted and paid for them. The evidence permitted the jury to find that the skins met the defendant's stated requirements—over twenty-two inches long and fit for its business—and that the defendant had a standing offer to buy skins meeting those requirements.

At trial, the judge instructed the jury that, even absent a prior contract, it could find for the plaintiff if the defendant had reason to believe the plaintiff thought the skins were being accepted, yet remained silent and failed to notify the plaintiff of rejection. The defendant excepted to that instruction. The Supreme Judicial Court overruled the exceptions.

Issues

Issue #1

Whether the defendant's silence and retention of the eelskins could constitute acceptance despite the absence of an express acceptance.

Holding

Yes. In light of the parties' prior dealings and the surrounding circumstances, the jury could find that the defendant accepted the skins by remaining silent and retaining them for an unreasonable time.

Reasoning

A person ordinarily cannot force an unsolicited sale on a stranger merely by sending goods and demanding that the recipient reject them. Read in isolation, the trial judge's instruction might have suggested that rule. But the Court interpreted the instruction in light of the evidence and concluded that the jury would not have understood it to impose such a duty on a complete stranger.

The plaintiff and defendant had an established course of dealing: the plaintiff had previously sent eelskins in the same way four or five times, and the defendant had accepted and paid for them. The evidence also allowed the jury to find that the defendant was willing to buy skins meeting its specifications and that the plaintiff understood this arrangement. These facts gave the plaintiff a reasonable basis to send conforming skins to the defendant.

Even if the defendant's standing offer did not itself create a contract the moment the plaintiff sent conforming skins, delivery imposed a duty on the defendant to act on the shipment. If the defendant wished to reject the skins, it had to communicate that decision rather than retain the goods without explanation while the sender reasonably believed they were being accepted.

The controlling principle is objective assent. Conduct that reasonably communicates acceptance counts as acceptance in law, regardless of the recipient's unexpressed state of mind. Thus, the defendant's silence, combined with its retention of the skins for an unreasonable period, could support a jury finding that it had accepted them.