Fujimoto v Rio Grande Pickle Co.
U.S. Ct of App. 1969
Author:- Sam Biers

Facts: George Fujimoto and Jose Bravo were hired by Rio as plant supervisor and laborer recruiter respectively.  Rio orally offered both employment contracts containing profit sharing provisions.  Bravo requested the offer in writing to which Rio provided the same.  After reading their contracts each signed them and did not return the signed contracts.  Each continued to work for the next 14 mos. in their own capacities with Rio.  The terms were 10 % of net profits for each fiscal year.  Fuji and Bravo quit and shortly afterward Rio closed business and did not pay either their percentage.

Issue: Whether the offer for profit sharing could be accepted by a mode other than the return of the signed contracts?

Holding: Yes

Procedure: Jury trial found for Fujimoto and Bravo, awarded $8,964.25 each.  Affirmed as to breach, reversed and remanded as to calculation for amounts.

Rule: If the offeror specifies no mode of acceptance, the law requires some clear and unmistakable expression of the offeree’s intention to accept.  If the overt act clearly expresses an intention to accept the specific offer and is in fact known by the offeror, there is effective acceptance.

Ct. Rationale: Neither written offer specified a mode of acceptance.  Rio never manifested an intent that the offers could only be accepted by the return of the signed instruments.  The record shows that the company conditioned the bonus offers primarily upon the offerees remaining in the company’s employment.  The employees understood that they did not have to return the signed contracts in order to receive the ten percent bonus.  The company knew the PL agreed to the terms.  Both of the PL had threatened to quit unless just compensation was provided.  Both continued to work for 14 mos. after the offer.

PL A: The custom of continuing employment after the offer was made without any objections or additional negotiations signals acceptance.

Def A: There were no contracts until the Pl delivered the signed offers to the Rio.