Summary of Minnesota Linseed Oil Co. v. Collier White Lead Co.
P/S: Claim by plaintiff in order to recover a sum from the defendant. Defendant counter-claims to plaintiff’s cause of action.
F: Plaintiff sent telegram to defendant saying they would sell oil at $0.58. Dispatch was transmitted Saturday and was not delivered to the defendant until Monday morning. During that time period, the cost of oil increased to the point that the plaintiff would take a great loss if they sold it at the quoted price. On Tuesday morning, the defendant replied and accepted the terms. However, on the same day, telegram crossed from the plaintiff to the defendant saying the must withdraw their offer, and one from the defendant to the plaintiff saying the sale was effected before the request to withdraw was received.
I: Was the acceptance of defendant deposited in the telegraph office Tuesday, August 3rd within a reasonable time, so as to consummate binding upon the plaintiff?
H: The delay by the defendant to respond to the offer was too long and the contract should not be enforced. Judgment will be entered in favor of the plaintiff for the amount claimed. The counter-claim is denied.
Rule: Whether the offer is made for a time certain or not, the intention or understanding of the parties is to govern.
- “It seems clear that the intention of the plaintiff, in making the offer by telegraph, to sell an article which fluctuates so much in price, must have been upon the understanding that the acceptance, if at all, should be immediate, and as soon after the receipt of the offer as would give a fair opportunity for consideration. The delay here was too long, and manifestly unjust to the plaintiff, for it afforded the defendant an opportunity to take advantage of a change in the market, and accept or refuse the offer as would best subserve." (pg. 79)
- An offer for an unstated period lapses after a reasonable time
1.1 The plaintiff breached because the refuse to send the oil to the defendant.
1.2 Untimely acceptance because the cost of oil increased and allowing the defendant to accept the lower price allows them to take advantage of the change to best subserve its interest.
2.1 Because it was both the intention and the understanding of the plaintiff that the offer have a time limitation due to the dynamic nature of the cost of oil.
2.2 Under objective theory, it seems that there should be an enforceable contract, but due to the circumstances and the consideration in the offer (the oil), it seems necessary to protect the plaintiff from allowing the defendant to wait to watch the market before taking action in order to benefit themselves.