Bollenbacher v. Reid

155 Mich. 277 | Mich. | 1908

Grant, C. J.

(after stating the facts). 1. That the defendants intended by thoir telegram to accept a definite proposition made by plaintiff to them is beyond doubt. They did not say:

“We accept or will accept one of your two propositions.”

Such a telegram would have been absurd. They said:

“We accept your bid for cut stone for court-house and jail here.”

That telegram of acceptance referred only to one proposition, and was clearly intended to be so understood by the plaintiff. Both understood the proposition to which it referred. This is evidenced by the terms of the letter of plaintiff and the telegram of defendant and letter sent by them just after the telegram was sent. There was no room for misunderstanding. If defendants had intended to leave a doubt as to which proposition their telegram referred, they would have used language appropriate to express that purpose. They knew from plaintiff’s letters the importance of haste in the matter, and the necessity urged by plaintiff for a determination at once. The proposition in the letter of August 25th proposed to furnish stone for the court-house and jail, two separate buildings. ' It was the only letter of the two using the terms “court-house and jail.” The telegram used the same words. That proposition included the carving. Four days later defendants asked a proposition to furnish the cut stone without the carving for the Genesee courthouse, not the court-house and jail. The first proposition referred to two buildings, the latter to one. There being no doubt what proposition the defendants accepted, the minds of the parties met and the contract was fully executed.

2. Was the contract made by the proposal and acceptance sufficiently definite and clear in its terms to make a binding contract? It contained all the essentials of a complete contract, to wit, the amount “all cut stone for court-house and sheriff’s residence and jail.” It fixed the price and place of delivery. It omitted to specify the time of delivery, but this was not essential. Where no time for delivery is fixed by the contract, the law implies delivery within a reasonable time. Stange v. Wilson, 17 Mich. 342; Bolton v. Riddle, 35 Mich. 13. It fixed no time of payment. The law fixes the time of payment under such a contract to be upon the delivery of the goods. Lamont v. LeFevre, 96 Mich. 175. The execution of a formal, written contract was not mentioned in the correspondence; neither was one required. The contract was not qualified by the subsequent letter of the same date requesting a bond, nor by the request for a formal written contract. Culton v. Gilchrist, 92 Iowa, 718; H. H. King & Co. v. Dahl, 82 Minn. 240; Turner v. McCormick, 56 W. Va. 161 (67 L. R. A. 853); Sanders v. Fruit Co., 144 N. Y. 209 (29 L. R. A. 431); 9 Cyc. pp. 290, 291; Hubbell v. Palmer, 76 Mich. 441; Farrow v. Bresler, 108 Mich. 564. There is nothing in the correspondence to indicate .that the parties understood that they were making a merely preliminary agreement, and that a contract complete in all its terms was to be subsequently executed. Either party was at liberty to refuse to execute a formal agreement, relying upon the written agreement already established by the correspondence. Even if there had been an understanding that a contract was to be executed and one of the parties had afterwards refused to sign it, he would still be bound by the contract established by the correspondence. Sanders v. Fruit Co., supra.

The judgment is reversed, and new trial ordered.

Blair, Montgomery, Ostrander, and Brooke, JJ., concurred.