South Branch Cheese Co. v. American Butter & Cheese Co.

Brooke, J. (after stating the facts). But two questions are involved: (1) Was there a valid offer on the part of the plaintiff to sell to the defendant 200 boxes of cheese? (2) Was there a valid acceptance of that offer by the defendant? We have no hesitation in holding that the letter of October 4, 1912, is a distinct offer on the part of the plaintiff to sell the defendant 200 boxes of cheese at 13% cents per pound, f. O. b. Chesaning, Mich. The letter was written in response to an inquiry of date October 2, 1912, and as a result of two previous transactions between the same parties, one for 15 boxes, and one for 50 boxes. It was an offer which upon acceptance would ripen into a contract (Johnson v. Stephenson, 26 Mich. 63), and was not merely an invitation to make an offer, as claimed by counsel for appellee. 2. The offer was made on Friday, October 4th, and it was received in Detroit on Saturday, October 5th. Upon receipt thereof the defendant at once wrote plaintiff acknowledging its receipt and stating that a reply would be made “just as soon as the 50-box shipment arrives and we can examine the quality.” A postscript to this letter is added: “Shipment is at depot now, and we will get it Monday.” On Monday, the 7th, the 50-box shipment having arrived, been examined, and found satisfactory, an unqualified acceptance by wire was forwarded to plaintiff. It is probable that the acceptance by wire was received by plaintiff prior to its receipt of the letter of Saturday. Plaintiff’s secretary was unable to state which reached him first. There is no dispute that after the making of the offer on Friday it was not withdrawn by the plaintiff before the receipt of defendant’s telegram on Monday. The law in this State touching the question is set [515] out in Cooper v. Wheel Co., 94 Mich. 272 (54 N. W. 39, 34 Am. St. Rep. 341), where it is said: “If a proposition.be made, to be accepted within a given time, it constitutes a continuing offer, which, however, may be retracted at any time. But if, at any time before it is retracted, it is accepted, such offer and acceptance constitute a valid contract.” This statement of the law has been twice recently quoted with approval. Adams v. Hotel Co., 154 Mich. 198 (117 N. W. 551, 19 L. R. A. [N. S.] 919) ; Hollingshead v. Morris, 172 Mich. 126 (137 N. W. 527, 41 L. R. A. [N. S.] 310). In the light of the correspondence antedating the offer, we think it is fair to assume that the plaintiff expected the defendant to examine the shipment of 50 boxes before accepting or refusing the offer. But in any event we are of opinion that a delay from Saturday to Monday in accepting an offer of sale-which was in no wise limited as to time, and, being made by letter instead of telegram, indicating no desire for haste upon the part of the vendor, is not an unreasonable time. We are of opinion that the learned circuit judge was-, in error in holding that the correspondence did not constitute a binding contract between the parties for-the sale of 200 boxes of cheese, and as a consequence; that defendant was not entitled to his claimed set-off and recoupment. The judgment is reversed, and a new trial ordered, with costs to appellant. Stoné, C. J., and Kuhn, Ostrander, Bird, Moore,. Steere, and Person, JJ., concurred.