Where A. offered to purchase of B. two or three hundred barrels
of flour, to be delivered at Georgetown, District of Columbia, by
the first water, and to pay for the same nine dollars and fifty
cents per barrel, and to the letter containing this offer required
an answer
by the return of the wagon by which the letter was
sent. This wagon was at that time in the service of B., and
employed by him in conveying flour from his mill to
Harper's
Ferry, near to which place A then was. His offer was accepted
in a letter sent by the first regular mail to Georgetown and
received by A. at that place, but no answer was ever sent to
Harper's Ferry. Held that this acceptance,
communicated at a place different from that indicated by A.,
imposed no obligation binding upon him.
An offer of a bargain by one person to another imposes no
obligation upon the former unless it is accepted by the latter
according to the terms on which the offer was made. Any
qualification of or departure from those terms invalidates the
offer unless the same be agreed to by the party who made it.
WASHINGTON, JUSTICE, delivered the opinion of the Court.
This is an action, brought by the defendant
Page 17 U. S. 226
in error to recover damages for the nonperformance of an
agreement alleged to have been entered into by the plaintiffs in
error for the purchase of a quantity of flour, at a stipulated
price. The evidence of this contract given in the court below is
stated in a bill of exceptions, and is to the following effect:
A letter from the plaintiffs to the defendant, dated 10
February, 1813, in which they say:
"Capt. Conn informs us that you have a quantity of flour to
dispose of. We are in the practice of purchasing flour at all times
in Georgetown, and will be glad to serve you either in receiving
your flour in store, when the markets are dull, and disposing of it
when the markets will answer to advantage, or we will purchase at
market price when delivered; if you are disposed to engage two or
three hundred barrels at present, we will give you $9.50 per
barrel, deliverable the first water in Georgetown, or any service
we can. If you should want an advance, please write us by mail, and
will send you part of the money in advance."
In a postscript they add, "Please write by return of wagon
whether you accept our offer." This letter was sent from the house
at which the writer then was, about two miles from Harper's Ferry,
to the defendant at his mill at Mill Creek, distant about 20 miles
from Harper's Ferry, by a wagoner then employed by the defendant to
haul flour from his mill to Harper's Ferry, and then about to
return home with his wagon. He delivered the letter to the
defendant on the 14th of the same month, to which an answer, dated
the succeeding day, was written by the defendant, addressed to the
plaintiffs at Georgetown
Page 17 U. S. 227
and dispatched by a mail which left Mill Creek on the 19th,
being the first regular mail from that place to Georgetown. In this
letter the writer says
"Your favor of the 10th inst. was handed me by Mr. Chenoweth
last evening. I take the earliest opportunity to answer it by post.
Your proposal to engage 300 barrels of flour, delivered in
Georgetown by the first water, at $9.50 per barrel I accept, shall
send on the flour by the first boats that pass down from where my
flour is stored on the river; as to any advance, will be
unnecessary -- payment on delivery is all that is required."
On the 25th of the same month, the plaintiffs addressed to the
defendant an answer to the above, dated at Georgetown, in which
they acknowledge the receipt of it and add
"Not having heard from you before, had quite given over the
expectation of getting your flour, more particularly as we
requested an answer by return of wagon the next day, and as we did
not get it, had bought all we wanted."
The wagoner by whom the plaintiffs' first letter was sent
informed them when he received it that he should not probably
return to Harper's Ferry, and he did not in fact return in the
defendant's employ. The flour was sent down to Georgetown sometime
in March, and the delivery of it to the plaintiffs was regularly
tendered and refused.
Upon this evidence the defendants in the court below, the
plaintiffs in error, moved that court to instruct the jury that if
it believed the said evidence to be true as stated, the plaintiff
in this action was not entitled to recover the amount of the price
of
Page 17 U. S. 228
the 300 barrels of flour at the rate of $9.50 per barrel. The
court being divided in opinion, the instruction prayed for was not
given. The question is whether the court below ought to have given
the instruction to the jury as the same was prayed for. If they
ought, the judgment, which was in favor of the plaintiff in that
court, must be reversed.
It is an undeniable principle of the law of contracts that an
offer of a bargain by one person to another imposes no obligation
upon the former until it is accepted by the latter according to the
terms in which the offer was made. Any qualification of or
departure from those terms invalidates the offer unless the same be
agreed to by the person who made it. Until the terms of the
agreement have received the assent of both parties, the negotiation
is open and imposes no obligation upon either.
In this case, the plaintiffs in error offered to purchase from
the defendant two or three hundred barrels of flour, to be
delivered at Georgetown by the first water, and to pay for the same
$9.50 per barrel. To the letter containing this offer they required
an answer by the return of the wagon by which the letter was
dispatched. This wagon was at that time in the service of the
defendant and employed by him in hauling flour from his mill to
Harper's Ferry, near to which place the plaintiffs then were. The
meaning of the writers was obvious. They could easily calculate, by
the usual length of time which was employed by this wagon in
traveling from Harper's Ferry to Mill Creek and back
Page 17 U. S. 229
again with a load of flour, about what time they should receive
the desired answer, and therefore it was entirely unimportant
whether it was sent by that or another wagon or in any other
manner, provided it was sent to Harper's Ferry and was not delayed
beyond the time which was ordinarily employed by wagons engaged in
hauling flour from the defendant's mill to Harper's Ferry. Whatever
uncertainty there might have been as to the time when the answer
would be received, there was none as to the place to which it was
to be sent; this was distinctly indicated by the mode pointed out
for the conveyance of the answer. The place, therefore, to which
the answer was to be sent constituted an essential part of the
plaintiff's offer.
It appears, however, from the bill of exceptions that no answer
to this letter was at any time sent to the plaintiffs at Harper's
Ferry. Their offer, it is true, was accepted by the terms of a
letter addressed Georgetown and received by the plaintiffs at that
place, but an acceptance communicated at a place different from
that pointed out by the plaintiffs and forming a part of their
proposal imposed no obligation binding upon them unless they had
acquiesced in it, which they declined doing. It is no argument that
an answer was received at Georgetown; the plaintiffs in error had a
right to dictate the terms upon which they would purchase the
flour, and unless they were complied with, they were not bound by
them. All their arrangements may have been made with a view to the
circumstance of place, and they were the only judges of its
Page 17 U. S. 230
importance. There was therefore no contract concluded between
these parties, and the court ought therefore to have given the
instruction to the jury which was asked for.
Judgment reversed, and cause remanded with directions to
award a venire facias de novo.