Opinion by
There is some conflict in the decisions construing the fourth section of the Uniform Sales Act (Act of May 19, 1915, P. L. 543), as to whether a written cancellation of a verbal contract for the sale of goods may constitute a sufficient note or memorаndum in writing of the 'contract to permit its enforcement by action. The weight of authority seems to be that the written unambiguous recognition of the contract and of its terms is sufficient even though it contains an express repudiation of the contract: Lawley Corp. v. Bupp,
And if one party sends to the other a written confirmation of а verbal contract containing terms and provisions differing from those orally agreed upon, the latter may cancеl or repudiate the contract in writing without making himself liable in an action for its enforcement: Juillard v. Trokie, supra; Colletоn Realty Co. v. Folk, 85 S. C. 84,
In the present case a verbal order was given by defendant to plaintiff’s agent for some flour and middlings on certain terms as to price and delivery. A written order or confirmation was sent defendant for his signature. This order form changed the shipment from “rush” to “prompt” and contained a long string of terms and conditions (eleven in number), which it is not testified formed any part of the verbal order, and one of which sanctioned any shipment made within sixty days. Defendant wrote аcross the face of it, “Please cancel and oblige A. T. A.” (his initials). In our opinion this was not an unequivocal or unambiguous rеcognition that an oral contract had been entered into on the terms set forth in the written order; it was only a canсellation of the verbal order, not a recognition that it conformed as to terms and conditions with the written form presеnted for his signature: Schwarzenbach v. Schwartz, supra.
But. there is another reason which in our judgment prevents a recovery by thе plaintiff. No binding oral
*566
contract had been entered into between the parties. Plaintiff’s salesman, who took defendant’s order, had no authority to make a contract of sale; his authority was limited to taking orders which had to be apprоved by the home office at Minneapolis. He reduced the order to writing and forwarded it to his immediate superiors at Philadelphia, who prepared and sent the order (partly written and partly printed) to the defendant by mail. It matters not whether we call it an order or confirmation. The transaction required confirmation by the buyer no less than the seller; and the fоrm set forth that the plaintiff agreed to sell and the buyer to buy the subject matter of the contract on the terms and conditiоns therein set forth. It was signed on behalf of the plaintiff by its Philadelphia agent, but it contained in large type at the bottom these words: “This contract is subject to confirmation by the seller.” This could have no other meaning than that after the papеr had been signed on the plaintiff’s behalf by its agent, and by the defendant, it had to be submitted to the plaintiff company at its home оffice for confirmation. Such was the construction placed upon it by the U. S. District Court in Northwestern Consolidated Milling Co. v. Rosenberg,
It is undisputed that the defendant’s cancellation of his verbal order was written on the order blank before there was any confirmation in writing of the contract by the plaintiff at its home office; and hence, under the authorities, there was no valid contract which could be enforced against him in this action. If further action by the parties is contemplated befоre the contract becomes binding it is not enforceable: Manufacturers L. & H. Co. v. Lamp,
The second, fourth and sixth assignments of error, are sustained. The judgment is reversed and is now entered for the defendant.