Langellier v. Schaefer

Mitchell, J. These letters will not constitute a completed agreement for the sale and conveyance of this real estate, unless there is upon the face of the correspondence a clear accession on both sides to one and the same set of terms. Lanz v. McLaughlin, 14 Minn. 55, (72;) Hamlin v. Wistar, 31 Minn. 418, (18 N. W. Rep. 145.) 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 is agreed to by the party who made it. Where the negotiations are by letters, they will constitute no agreement unless the answer to the offer is a simple acceptance, without the introduction of any new term. 1 Sugden, V. & P. *132, 133; Eliason v. Henshaw, 4 Wheat. 225. In this case the plaintiff resided in St. Paul, and the defendant at Rushmore, Nobles county, Minnesota. The letter of April 10th, written by the latter to the former, was an offer to sell the property foi $800 cash. If, in his answer, the plaintiff had confined himself to a simple acceptance of this offer, there would have been a completed-agreement, by the terms of which, in order to place the defendant in default, the plaintiff would have been required to tender the money to defendant personally at his residence in Rushmore. But by his letter of acceptance plaintiff introduces a qualification to and a departure from the terms of the offer by fixing a different place (St. Paul) for the delivery of the deed and the payment of the money. It is true, plaintiff commences this letter by saying that he accepts the offer, but the whole letter must be read together to get at its meaning. He immediately proceeds to state the terms and conditions on which he accepts. We cannot assent to the proposition that all of this part of the letter is to be construed, not as attaching conditions 364 to plaintiff’s acceptance, but as mere suggestions. Some parts of the lettér doubtless are merely suggestive, but that directing the deed to be sent to St. Paul to some one who would deliver it, and receive the purchase-money for defendant, was clearly intended to indicate what plaintiff required of defendant, and it was none the less mandatory because it was prefaced by the polite phrase of correspondence, “please.” That this is the construction put upon the matter by plaintiff himself is evident from his complaint. He nowhere alleges a tender of the purchase-money to defendant personally. In substance, all that he alleges is a refusal by defendant to execute the deed, and a readiness on his own part to pay. There having been no unconditional acceptance of defendant’s offer, there never was any completed agreement between the parties. Maynard v. Tabor, 53 Me. 511; Northwestern Iron Co. v. Meade, 21 Wis. 474. Order reversed.