209 Mass. 89 | Mass. | 1911
The essential allegations of the bill are admitted by the demurrer, but if they fail to show a binding contract between the parties, the bill cannot be maintained for specific performance or injunctive relief. The defendant manufactured and sold firearms of certain types, which had acquired in the market a recognized reputation for their quality and style of workmanship. In the management of the business sales were made only to jobbers, who were to resell to their customers at a uniform price. But, having received complaints that the scale of prices in some instances had not been followed, she issued a printed letter, which after reciting the cause of its publication, and that “ we have prepared, and are sending under this cover by registry post a printed document setting forth the terms and conditions upon which Iver Johnson revolvers will be supplied to the jobbing trade,” contained the statement, that “hereafter no order will be filled except upon the terms set forth in the enclosed document: therefore, please read it carefully, for we are going to ask your support and co-operation.” The plaintiff apparently was a customer of the defendant, and, having received the letter, alleges, that it was “ a certain offer in writing to make £k contract,” the terms and conditions of which were expressed in the accompanying document. It is then alleged, that “intending to accept said contract, and to cause that the defendant should be bound by said acceptance, and that the parties should be mutually bound thereby,” the plaintiff transmitted to the defendant an order for revolvers, but there is no allegation that this purpose was communicated to her or that the order was accepted with this understanding. The plaintiff relies on these transactions as constituting a bilateral contract. But, if the letter and document are examined in connection with the recitals, they were not in the nature of a general, offer, where upon compliance with the conditions by those to whom it is addressed a legally binding contract at once springs into existence. The defendant promulgated the terms under which she proposed to do business in the future, not with the plaintiff only, but with the members of the jobbing trade, who were to be treated as licensees, as if they would agree to abide by them. It is expressly announced in the seventh paragraph of the document, that the defendant does not undertake to furnish, or to be
W e are of opinion that a fair interpretation of the letter, and document, very plainly shows that it was not a general offer to sell to those addressed, but an announcement, or invitation, that the defendant would receive proposals for sales on the terms and conditions stated, which she might accept or reject at her option. No contract between the parties having been created, the defendant’s refusal to accept and fill the plaintiff’s orders, as alleged in the bill, was not an actionable wrong, and the further questions of a breach, and the measure and form of relief, and whether the contract was legally terminated by the notice, become immaterial and need not be discussed.
The decree of the single justice sustaining the demurrer and dismissing the bill must be affirmed with costs.
Decree accordingly.