Caseflicks

Wisconsin Supreme Court • 1884

Moulton v. Kershaw

59 Wis. 316 | 18 N.W. 172 | 1884 Wisc. LEXIS 19

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Takeaway

In short, this case teaches that a price circular or invitation to purchase is not an offer unless its language objectively commits the sender to sell on acceptance.

Background

The defendants sent the plaintiff a letter stating that they were authorized to offer Michigan fine salt at stated prices and terms, describing it as a bargain. The letter did not state that the defendants offered to sell the plaintiff a specified quantity, or all the salt the plaintiff might order. The plaintiff replied by telegram ordering 2,000 barrels of Michigan fine salt.

The plaintiff alleged that the letter was an offer to sell whatever reasonable quantity of salt he ordered, so long as the order was at least a carload, and that his telegram accepted that offer. Because the alleged sale exceeded $50, the statute of frauds required the contract to be established in writing. The circuit court declined to sustain the defendants' demurrer to the complaint. The defendants appealed.

Issues

Issue #1

Whether the defendants' letter and the plaintiff's responsive telegram formed a written contract for the sale of 2,000 barrels of salt.

Holding

No. The letter was a business solicitation or circular, not a definite offer capable of acceptance by the plaintiff's order.

Reasoning

The statute of frauds required the alleged agreement for the sale of goods worth more than $50 to be in writing. Therefore, the court had to determine from the letter and telegram themselves whether a contract existed; it could not supply essential terms through outside evidence about the parties' businesses or expectations.

The plaintiff's proposed interpretation would treat the letter as an offer to sell a quantity that the defendants reasonably should have expected the plaintiff to order. That reading would leave the crucial quantity term uncertain and would force a jury, in each case, to decide from extrinsic facts whether an order was reasonable. The court would not infer such an indefinite obligation from the parties' writings.

The letter did not say that the defendants offered to sell salt to this plaintiff, did not use language committing the defendants to fill the plaintiff's orders, and did not identify any definite quantity. Its general language—stating that the defendants were authorized to offer salt on stated terms and that the terms were a bargain—was the language of an advertisement or commercial circular intended to solicit business.

The court distinguished a genuine open-quantity offer. A seller may bind itself by expressly promising to sell all that the recipient orders, if the recipient fixes the amount before the offer is withdrawn. But this letter contained no such commitment. The plaintiff's telegram was therefore an order in response to an invitation to deal, rather than an acceptance that created a contract.

Because the complaint showed no enforceable written contract, the defendants' demurrer should have been sustained, and the circuit court's order was reversed.