83 Vt. 466 | Vt. | 1910
The suit is to recover damages for the nondelivery of goods purchased. The defendant denies that there was a sale. The question is whether certain correspondence shows a contract.
It is argued in support of the judgment that the letters say nothing about the price of some of the articles ordered. It was not necessary that they should. It is evident from the correspondence that the parties were negotiating on the basis of a price list; the defendant offering a discount for cash, and the plaintiff seeking a longer time of credit at regular prices. When this was settled, the price list would determine the amount of the purchase. It is said that the giving of notes was first referred to in defendant’s letter of February 16, and that the plaintiff’s letter of February 18 contains no agreement to give them. We think the plaintiff’s agreement to the proposed change in the list ordered, with thanks for the extra time allowed for payment, was an implied assent to the manner in which it was proposed that the terms of payment should be evidenced. Tt is said that the defendant nowhere proposed to sell plaintiff 300 buckets. His whole correspondence was an offer to supply the plaintiff, and his letter of February 16 plainly gave the plaintiff his choice between two kinds of buckets then in stock. It is said that in the plaintiff’s letter regarding the buckets the other articles previously mentioned in the negotiation were entirely omitted. It was not necessary that the previous steps in the negotiation should be recited in each succeeding letter. Plaintiff’s letter of February 13 was a proposal to buy a specified list of goods if the defendant would give a certain period of credit. Defendant’s letter of February 16 agreed to give the credit asked for, but proposed a substitution of one grade of goods for another as to a part of the order. Plaintiff’s letter of February 18 agreed to the proposed change. It is plain that these three letters resulted in an agreement, unless this was prevented by plaintiff’s mention of the bit and reamer.
It is certain that an acceptance which varies from the offer will not conclude a contract. Davenport v. Newton, 71 Vt. 11, 21, 42 Atl. 1087. But the reply may go beyond the terms of the proposal without qualifying the acceptance. The addition may be such as fairly to import a request instead of a condition. In determining what one party intended and the other ought to
There are a few cases somewhat in point. In Culton v. Gilchrist, 92 Iowa 718, 61 N. W. 384, plaintiff wrote defendant that he would lease to him for three or five years as he might choose. Defendant thereupon wrote plaintiff that he might make out a lease for five years; that his reason for wanting the place for five years was that he would like to put up a small cook room; that he would like to do this himself if the plaintiff would give him in the lease the privilege of removing the addition if he did not buy the place. It was held that the acceptance was complete; that the matter subsequently introduced was not a condition, but a request. In Addinell’s Case, L. R. 1 Eq. 225, the facts were these. The Leeds Banking Company issued a circular letter ■ offering to its shareholders, at a certain price, one reserved share for every five shares held, and requesting the shareholder to state whether he wished to take up the shares, and also whether, in the event of any shares remaining, he wished to have more allotted to him, and if so how many; and stating that if taken up the amount must be paid by October first, but without making further condition. Addinell, the holder of twenty shares, replied, in a form submitted with the offer, that he agreed to take four shares, being his proportion of the allotment, and his pro
Judgment reversed and cause remanded.