79 Minn. 369 | Minn. | 1900
For one reason, at least, the plaintiffs could not recover in this action, and therefore the court below was fully justified in dismissing the cause when plaintiffs rested. The written order addressed to defendant corporation, signed by two of the plaintiffs, and delivered to defendant’s traveling salesman, contained the following plain language: • '
“Please ship us on July 1, 1898, or as soon thereafter as possible, the following order, subject to approval at your office.”
This order was for 45,000 pounds of binding twine, four distinct grades being specified, at prices ranging from 5J to 7 cents per pound, the value aggregating over $2,700. This writing was merely a conditional offer to purchase the twine at the prices named if the proposition was satisfactory to defendant, and was approved or accepted by it at its office, and this approval or acceptance communicated to plaintiffs within a reasonable time. To constitute a valid contract of sale, it- is always essential that the parties mutually assent to its terms. An offer to sell or to buy does not become a contract until it is approved or accepted unconditionally, and upon its exact terms, by the other party. Ames & Frost Co. v. Smith, 65 Minn. 304, 67 N. W. 999, and cases cited; Leake, Cont. c. 1, § 1, par. 2. And in this case, approval or acceptance at defendant’s office, not by its salesman, was expressly made a condition of the order, and, until such approval or acceptance, there was no contract.
The plaintiffs cannot and do not depend on these letters, but do contend that in a certain conversation between two of the plaintiffs and defendant’s president the written order was approved and accepted. According to plaintiffs’ testimony, defendant’s president said, when asked about delivering the twine, that
He “had ten thousand pounds of his own that he would give us; that is all he had, but he knew where there was ten or twelve thousand more, and he would get it, and send it, and, if he could get the rest of the twenty-five thousand, he would get that, and send it.”
If this proved anything at all, it was that defendant’s president refused to recognize the order, or to ship any twine in accordance with its terms, and this was made evident later on, when it appeared from the testimony that cash was to be paid for whatever
Order affirmed.