135 Mo. App. 708 | Mo. Ct. App. | 1909
(after stating the facts). — Appellant contends it should have had judgment for the reasonable value per thousand feet of all the material furnished, less payments and also less $140, the difference between the Darlington Lumber Company’s bid and the reasonable value of the material appellant furnished. The theory is this: Vrooman would have accepted the Dar-lington Company’s bid but for the error-in appellant’s proposal, whereby it was reduced below the Darlington Company’s, and as the latter’s was $140 less than the
“If the proposal is misunderstood by the acceptor, it is for him to show that the misunderstanding was reasonable. ‘Where there has been no misrepresentation, and where there is no ambiguity in the terms of the
“If, on the other band, the proposal is by accident wrongly expressed, tbe proposer must show that tbe acceptor could not reasonably have supposed it in its actual form to convey the proposer’s real intention. This occurred in Webster v. Cecil (30 Beav. 62) where tbe defendant sent a written offer to sell property and wrote l',100£ for 2.100£ by mistake in a hurried addition of items performed on a separate piece of paper. This paper was kept by him and produced to tbe court. On receiving tbe acceptance be discovered tbe mistake and at once gave notice of it. It appeared that tbe plaintiff bad reason to know tbe real value of tbe property. Under tbe circumstances specific performance was refused. The case is explained by James L. J.* as one ‘where a person snapped at an offer which be must have perfectly well known to be made by mistake.’ ”
Where one party makes a proposition in terms which would induce a reasonable man to think it was meant as written, and tbe other party accepts, a contract is formed regardless of tbe mistakes, or even the intention of one of tbe parties. This is tbe general rule of law, though perhaps exceptions to it might occur. [See authorities cited in Embry v. Dry Goods Co., 127 Mo. App. 383.] Appellant’s assent to the agreement was due to an arithmetical error which one of its employees bad fallen into in a computation made to enable appellant to bid intelligently; but of this mistake Yrooman knew nothing, nor do we find reason to
Stress is laid on this sentence of the bid: “Errors in extension and footing are subject to correction.” If on a true view, these words were part of appellant’s offer, the legal result is not that no contract was formed by respondent’s acceptance, because of an ambiguity on the face of the offer, but that a contract was formed which embraced a stipulation to correct mistakes. It is unreasonable to say the parties meant to stipulate for a correction of errors occurring in the total price of some item, or in adding all the totals of prices, not only because Yrooman had asked for a lump bid without regard to prices or quantity of feet, but because neither the prices per thousand feet of the items, or the total price of each, or the sum of the totals, was handed
Our views are these': first, an agreement was entered into by the parties; second, the court below was justified in finding this agreement was that appellant should supply respondent with' all the pieces of lumber listed by the latter, for $1,960, and without reference to the quantity of feet the various kinds would include; third, the bid was not understood by the parties to be subject to increase to correct an error made in computing the number of feet in any item; fourth, there was no patent ambiguity on the face- of the bid which prevented the minds of the parties from meeting on the. essentials of a contract; fifth, the call for feet opposite the items did not prevail over the number of pieces of lumber appellant agreed to furnish. It follows from the last two propositions the requested instructions were rightly refused.
Can appellant have relief from the contract because of the mistake which induced it? Several matters are to be considered in connection with this inquiry. The action is assumpsit and at law instead of in equity; and if instances have occurred in which courts of law relieved against contracts due to a mistake of fact, they are very rare and based on exceptional circumstances not appearing in the present case. Commonly, if not universally, such relief must be sought in a court of equity. Perchance if appellant had framed a petition in the nature of a bill in equity, setting forth the facts and asking relief, he might have stated a case, though we do not pass on this question, having no occasion to do so. Another fact to be taken into account is this: Error was not detected until the contract had been fully executed, except paying for the lumber, and it would be impossible on a rescission of the agreement, to put the parties in statu quo. The mistake was not mutual, for Vrooman was not attending to the number of feet nor was he bound to attend to it. The mistake was
The judgment is affirmed.