## Facts

- Franklin W. Allen, the official reporter for the Interstate Commerce Commission (ICC), sent circular letters to shippers offering copies of the ICC’s official hearing reports concerning proposed freight-classification changes at the ICC’s fixed rate.
- Bissinger & Co. replied in writing requesting that Allen “put our name down for a copy” of Allen’s “official report of the different changes in the handling of freight.”
- Allen treated the reply as an order for the full official hearing reports and began transcribing and sending the report in installments as hearings progressed.
- After receiving portions, Bissinger objected that it expected only a brief summary, claimed the material was useless, asked Allen to stop, and offered to pay a “reasonable charge” for what had been sent.
- Allen stated he could cancel only prospectively because substantial transcription work was already completed or in process; he continued and billed Bissinger about $1,047.50 for 8,380 pages at the ICC rate.
- Bissinger refused to pay, asserting no contract was formed or that it had not assented to an undertaking of such scope and expense.

## Issues

1. Whether Bissinger’s written reply constituted an acceptance of Allen’s offer to furnish copies of the official ICC hearing reports, forming a binding contract.
2. Whether Bissinger’s mistaken expectation about the report’s scope, its higher-than-expected cost, or its alleged lack of value excused performance absent fraud or misrepresentation.

## Decision

- The Utah Supreme Court affirmed the judgment for Allen.
- The court held Bissinger’s reply objectively accepted Allen’s offer for the official reports of the hearings.
- The court held Bissinger was not relieved of payment obligations merely because the reports were extensive, costly, or valueless to it, where no fraud was claimed.

## Legal Principles

- Contract formation depends on objective manifestations of assent shown by words and conduct, not undisclosed subjective intent.
- An acceptance need not mirror the offer’s wording if, under a reasonable reading, it refers to the same subject matter and indicates agreement to the offered performance.
- Subsequent conduct consistent with the alleged agreement (performance and acceptance/retention of delivered materials) may support a finding of mutual assent.
- In the absence of fraud or misrepresentation, unilateral mistake about value, volume, or cost, and resulting dissatisfaction with the bargain, does not avoid an otherwise valid contract.

## Conclusion

The court enforced the agreement because the correspondence and subsequent conduct showed objective assent to purchase the official ICC hearing reports, and the buyer’s later disappointment with the volume, cost, or usefulness of the reports did not excuse payment absent fraud.


Allen v. Bissinger & Co., 62 Utah 226, 219 P. 539 (Utah 1923)