Oak City Cooperage Co. v. Kennedy Stave & Cooperage Co.

Hill, C. J. (After stating the facts.) The sole question for decision arises on the construction of the foregoing correspondence. Does this correspondence show a contract between the parties? The writer of this opinion is not without doubt as to the correct conclusion from the facts, but the doubt is not sufficient to justify a dissent from the judgment of his colleagues. To constitute a valid contract it is essential that [347] both parties thereto fully assent to its terms. Civil Code of 1895, §§3631, 3637. Did the minds of the parties meet and-agree on the quantity of staves which one of the parties was to furnish to the other, and on the price to be paid? Both constituted essentials of the contract, and if there is doubt as to either, the contract would not be complete and enforceable. The general rule is well settled that where an offer to sell a quantity of goods at a specified price has been .accepted by a person to- whom it is made, both parties become bound by the terms of the offer, and neither is at liberty, after such acceptance, to withdraw. Black v. Maddox, 104 Ga. 161 (30 S. E. 723). To determine the question involved, we must look to the terms of the correspondence relied upon to show a contract. The plaintiff in the court below, it appears, had been previously furnishing barrel staves to the defendant, who was a manufacturer of barrels, and, as the end of the season of 1906 approached, it wired and wrote to the defendant as follows :• “Are you depending on us to supply you next season? Price will not be less than $33. Answer.” And in the letter, it assigned, as a reason for the inquiry, that it was receiving pressing inquiries for staves, more than it could furnish during the ensuing year, and it was its desire 'to take care of its old customers first. On the same day that this telegram and this letter bear date, the -Cooperage Company replied : “Yes, we are depending on you for our supply of staves 'at $33, if this is the best you can do. We have not tried any, one else for staves, as it has been our habit of buying from you, and we feel that you will do the very best for us that you possibly can. This price seems a little bit high, but, as stated above, we have not tried the market, but feel assured that if the price should -be less than $33, you would give us the benefit of the difference.” On November 26, two days thereafter, the Stave Company wrote to the defendant the following letter: “Your telegram dated the 24th received last Saturday night, and reads, ‘Yes, we are depending on you for staves at $33, if that is the best you can do.’ We thank you for this information and will be governed accordingly, and in the meantime we would like for you to advise us as near as you can how many staves you will require. The new price will go into effect December 1st.” In the view we take of this correspondence up to this point, the [348] remainder of the correspondence between the parties becomes immaterial, for we have concluded that these four communications between the parties show a complete contract, both as to price and as to quantity. The first telegram and letter, and the reply thereto, left the question of price undetermined; for the Stave Company, though stating that the price would not be less than $33, did not unequivocally agree to furnish the staves at that price. It simply stated that the ¡Drice would not be less than $33. But the.Cooperage Company accepted the offer (or rather made a counter proposition to accept the offer) to furnish staves to supply the next sea- ' son’s demand at $33, if that was the best that'the Stave Company could do; and in reply to this acceptance of the staves (or counter proposition to take them) at that price, the Stave Company said, “We thank you for this information,” — that the Cooperage Company will accept the staves from the Stave Company at $33, —-“and will be governed accordinglyWe think that these words “will be governed accordingly,” taken in connection with the context, are sufficient to ex¡Dress an acceptance of the Cooperage Company’s counter proposition. The price was therefore agreed upon, and the quantity of staves to be furnished at this price fixed as being the number that would supply the Cooperage Company for the next season; and, in order that the Stave Company might arrange to furnish the necessaiy supply, the further inquiry was made by it of the Cooperage Company as to the number of staves it would require for the season, and it stated that the new price for the staves would go into effect December 1. Having, therefore, agreed to furnish at the stipulated price to the Cooperage Company the sup'ply of staves for the next season, the number of staves that would be required for the supply was immaterial as affecting the contract; and the information as to the number was only for the convenience of the Stave Company. We therefore conclude, that the correspondence between the parties makes a complete contract; that the Stave Company offered to furnish to the Cooperage Company for the next season such quantity as would be needed by the latter in the manufacture of barrels for that season, at the price of $33 per thousand, and that the Cooperage Company agreed to accept this offer and to pay for the staves at that price per thousand. A case very much in point is that of the McCaw Manufacturing Co. v. Felder, 115 Ga. 408 (41 S. E. 664). [349] If, therefore, there was a binding contract between the parties, and the defendant has, by reason of the breach of the contract by the plaintiff, suffered damage, such damage can be properly pleaded as a counter-claim, and the judgment of the court below in sustaining the demurrer to the plea and directing a verdict for the plaintiff, was erroneous, and must be set aside. Judgment reversed.