Shores Lumber Co. v. Patterson

PiNNEY, J. We think that, when applied to the situation of the parties and the subject matter with which they were dealing, it is quite plain that the time for complete accept•ance of the terms of the proposition, made by the plaintiff to the defendant, related, not merely to the comparatively inconsequential matter of securing two days’ time for the •defendant to determine 'whether he 'would make payment for the lumber in ninety days’ paper at six per cent., or cash, when in fact he would not be under any obligation to make payment until delivery of the lumber, which would presumably afford him a reasonable time to determine that matter. It is evident, we think, judging from the data before us, that the reservation of a right to accept the offer within two days was with a view to make necessary examination or investigation in regard to matters much more material and important, such as securing an examination or inspection of the character and quality of the lamber, the subject of the proposed sale. The question of the quantity the defendant would purchase, the place where he would accept the delivery of it, and the price he would pay, in view of the state of the market, were all matters he could decide intelligently as soon as the written proposition was handed to him, as he in fact did. It was otherwise with respect to the character and quality of the lumber. It is well understood that purchases of lumber are conducted by brokers and agents who are usually at points where large quantities are bought and sold, and so are able to make prompt inspection of lots offered, and to report the character and quality promptly by telegram, so that intending purchasers may act understandingly and have a proper basis upon which to form a practical judgment. The delay in this case, it is clear, was not secured to enable the defendant to determine whether he would pay cash on delivery, or in ninety •days’ paper at six per cent. We are clearly of the opinion that there was no completed contract between the parties, [539] and, as it was not shown that the defendant ever accepted or agreed to accept the lumber the plaintiff proposed to sell him, he had, therefore, a right to withdraw from the negotiations as he did by his telegram. The construction placed by the court upon the proposition and acceptance relied on was, we think, erroneous. The court, as requested at the trial, should have directed a verdict for the defendant. By the Court.— The judgment of the circuit court is reversed, and the cause remanded for a new trial.