– CMW (original plaintiff) won against Fairmount glass works for breach of contract.
1. (April 20th, 1895) CMW- advise the lowest price you can make us on our order for ten car loads of mason green jars…either delivered here, or cars from your place…State terms and cash discount
2. (April 23rd, 1895) Fairmont – Pints 4.50, quarts 5.00, half gallons 6.50 for immediate acceptance and shipment not later than may 15th…sixty days acceptance, or 2 off, cash in ten days….”please note that we make all quotations and contracts subject to the contingencies or transportation or delays, accidents beyond our control
3. (April 24th, 1895) CMW – your letter 23rd received, enter order ten car loads as per your quotation…Specifications mailed.
4. Fairmont- impossible to book your order, output all sold.
– CMW insists that that after replying to 2, the contract was closed for purchase on the 23rd
– Fairmont insists that the contract was not closed by this telegram and that it had the right to decline to fill the order at the time it sent its telegram of April 24th.
Number of cases holding that the transaction is not completed until the order so made is accepted…Quotation price is not an offer to sell.
o In this case, the quotation of prices was MORE than just that.
Fairmount insists “The jars and caps to be strictly first quality goods” was not in their offer, and not having been accepted as made, Fairmount is not bound…
o Simply, the specifications were different from what Fairmount wrote, so they said that it couldn’t have been an acceptance because the terms were wrong.
o However, Fairmount never brought this up prior to being sued in court.
o CMW claimed that it was just different words expressing the same idea.
o Fairmount tried to give many excuses prior to the court hearing…none upheld for evidence.
o Fairmount also CLAIMS that the contract was indefinite; because it was not a fixed size of the jars…this was also rejected by the court.
– Lower court awarded damages in favor of Fairmont Glass Works.
– CMW appeals, but Supreme Court of Appeals (Kentucky) affirmed lower court’s decision
– Was the contract binding when CMW wrote the letter to Fairmount, or did Fairmount have the right to decline the order with the 4th letter written?
– Yes the contract was binding.
– In assessing contracts, it is the courts duty to arrive at the intention of the contract.
– The expression in the appellant’s letter “for immediate acceptance” taken in connection with the appellee’s letter, in effect seems to lean towards the presence of an offer…appellant’s answer was not a quotation of prices but a definite offer to sell
– Offer could not be withdrawn once the contract was created.
– Acceptance, specifications mailed from CMW….
– Judgment affirmed
– Good faith, meeting of the minds, legit offer that was implied by the conversation and actions by both sides…
– Even though it didn’t explicitly say there was an offer, it was implied by the language….It was very obvious that Fairmount believed there was a contract but only bailed when they couldn’t ship the requested shipments of jars.
Advertisements as offers?
The general rule is that an advertisement is not an offer but rather an invitation by the seller to the buyer to make an offer to purchase.