178 A.D. 108 | N.Y. App. Div. | 1917
The judgment under review was entered upon a verdict in án action to recover damages for breach of a written contract embodied in a proposal made by the plaintiff and an alleged unqualified acceptance thereof by the defendant. The learned trial justice held that the writings constituted a binding contract according to the tenor of plaintiff’s claim, and submitted to the jury merely the question of daipages.
The defendant was an intending exhibitor at the Panama Exposition in San Francisco, and wished to install a somewhat pretentious exhibit provided it could procure the allotment of a desired corner space. Allotments of space at the exposition were made only after submission of proposed plans and the approval of the exhibit plans by the exposition authorities. Plaintiff was in the business of designing and installing exhi
Upon the trial the court excluded evidence offered to show that the allotment of space to defendant was refused upon
It is unreasonable to assume that the defendant intended to bind itself to pay the plaintiff $4,800 irrespective of whether the booth was or could be installed according to plaintiff’s plans. The first requisite was to get. the allotment of space, and it is undisputed that this depended upon the plans. There can be no question about this. Plaintiff in his letter of May thirteenth wrote defendant: “I am perfectly confident that in applying for your space with these plans that there will be no question but what the Ohief of the Manufacturers Building will be pleased to allot to you the space that you are after.” It is true that plaintiff did not agree to enter into any competition with others in the preparation and submission of plans, but neither did he have any exclusive right to this work. The defendant in its letter of acceptance stated that it would send the plans on to San Francisco “ and then await his [G-reen’s] decision in regard to awarding the space.” It then said that if it should be successful it would contract with the plaintiff to furnish the material and erect the booth “per plans and bid submitted.” This clearly imported that the defendant accepted plaintiff’s offer to install a booth according to his plan if an allotment of space was made to the defendant to install a booth according to these plans. The defendant had no control over selecting the plans. This was solely within the province of the exposition authorities. Defendant could only exhibit according to plans other than those of the plaintiff. It is, therefore, unreasonable to hold that it intended to bind itself to pay the plaintiff the agreed price for an installation that was not made and could not be made. The court, therefore, erred in holding as a matter
Defendant further contends that its letter accepting plaintiff’s offer did not make a contract, but that it was merely an offer to enter into a contract upon certain conditions. This contention is not well founded. Defendant’s letter was not a, mere offer to enter into a contract; it was an acceptance of plaintiff’s offer upon terms, and the mere fact that the parties contemplated reducing the matter to more formal terms is not important.
¡Neither is defendant’s position well taken that there was no contract because essential details were lacking in the letters; for example, and chiefly, the specifications of material to be used. This would be a forceful argument were it not for the testimony of defendant’s representative, Cooper, who admitted that it was understood between the parties that the ordinary materials of wood and staff were to be employed. This must have been so in view of plaintiff’s making a definite price, for' otherwise this would have been impossible.
The judgment should be reversed and a new trial ordered, with costs to appellant to abide the event.
Clarke, P. J., Laughlin, Scott and Davis, JJ., concurred.
Judgment reversed, new trial ordered, costs to appellant to abide event.