Owen M. Bruner Co. v. Standard Lumber Co.

Opinion by Trexler, J., The plaintiff negotiated with the defendant for the purchase of certain lumber which was to be used at some public work in Ocean City,.New Jersey. A schedule of the lumber required was submitted to the defendant who placed a price of $26.00 per thousand on the same, and the plaintiff agreed to the terms. The order was to be held open until the contract between the city and plaintiff’s customer was signed, it appearing that a certain time was required by law to elapse between the receiving of the bids and the awarding of the contract. On August 11th plaintiff telegraphed defendant “Have finally secured order for Schedule ‘Ruby’ enter our order for same and commence cutting immediately this is in accordance with our conditional order accepting your quotations on this inquiry wire acknowledgement.” This telegram was followed August 12th by a formal order. On the same day defendant sent a telegram which referred to a letter written by defendant on August 11th which had not yet reached plaintiff, the telegram stating that the defendant could not protect the $36.00 quotation having accepted other orders for similar stock. It will be noticed that in the first correspondence the price was $26.00 but is now referred to as $36.00. Plaintiff replied that it had made a contract on the basis of the price furnished by defendant and insisted on the fulfilment of the contract and subsequently after notice purchased the lumber in the open market and brought suit for the difference in the price. [290] The appellant in his statement of questions involved presents two matters for our consideration. First: Was there a binding contract, between the parties? There was a definite offer by the defendant to furnish the lumber at a certain price. The defendant was fully advised as to where the lumber was to be used and of the delay which would occur before the matter could be finally closed, and that the plaintiff intended to enter into a contract on the faith of its quotations. The quotation was to remain open and until the defendant advised to the contrary, the plaintiff had a right to rely on the offer made. That this was the intention of the parties is shown by defendant’s letter of August 11th stating that it could not hold open the price any longer and this language is repeated in the letter of August 17th. There is only one conclusion to be drawn from the pleadings and that is that the defendant held the order awaiting plaintiff’s final confirmation of it, and that if the final confirmation came to the defendant before it had withdrawn its quotation, it is bound. Was the revocation of the offer effective or did it come too late? While an acceptance is complete where a letter is deposited in the mail, a retraction of an offer can have no effect until it is communicated to the person to whom the offer is made and the revocation can take effect only if it is communicated to the other party before its acceptance. “An offer to contract, communicated by post must be considered as continually made until it reaches the other party. If he accepts before knowledge of a retraction of the offer, the contract is binding”: Hamilton v. Lycoming Ins. Co., 5 Pa. 339; Hartley Silk Mfg. Co. v. Berg, 48 Pa. Superior Ct. 419; Boyd v. Peanut Co., 25 Pa. Superior Ct. 199; McClintock v. South Penn Oil Co., 146 Pa. 144. The letter of August 11th written by the defendant to the plaintiff retracting its offer was not received by the plaintiff until August 14th. On August 12th the plaintiff received q telegram from the defendant [291] withdrawing its offer. It therefore appears from the pleadings that the plaintiff accepted defendants offer by telegram on August 11th and that this acceptance was received by defendant before it telegraphed a revocation of its offer, and before plaintiff had been notified that the offer had been withdrawn, it accepted the contract and the revocation came too late. Second: Is the affidavit sufficient when it alleges that the price quoted, $26.00 per thousand, was a mistake and should have been $36.00 instead, and that plaintiff knew that the defendant had made a mistake? In defendant’s letter of July 22d the price is quoted as $26.00. The plaintiff in its reply of July 25th said, “We have your letter of the 22d inst. quoting a price of $26.00.” The defendant in its letter of July 27th said “You understand correctly our quotation.” The statement that the price was a mistake and less than the market price and that plaintiff knew it, certainly cannot overcome the written agreement of the parties as to price thrice repeated. The affidavit should disclose such equitable grounds as would relieve it of its written offer and narrate such facts as would bring knowledge of the mistake to the plaintiff or at least sustain an inference to that effect. The judgment is affirmed.