## Facts

- R. L. Ammons operated a wholesale grocery business in Mississippi and bought shortening through Wilson & Co.’s traveling salesman, Tweedy.
- In early August 1934, Tweedy “booked” Ammons for up to 60,000 pounds of shortening at 7.5¢ per pound, tierce basis; the booking was tentative and did not bind either party.
- On August 23–24, 1934, Ammons placed orders through Tweedy for prompt shipment of 942 cases (43,916 pounds) at 7.5¢ per pound.
- Wilson received the orders but did not ship and gave no response until September 4, 1934, when it declined the orders after Ammons inquired.
- By the rejection date, the market price had risen to 9¢ per pound.
- Ammons offered evidence of a prior course of dealing in which Wilson had never rejected his prompt-shipment orders and had shipped them within about seven days.
- Ammons sued for damages for breach of contract based on Wilson’s nonshipment; after Ammons presented his evidence (as the only witness), the trial court excluded it and directed a verdict for Wilson.

## Issues

1. Whether Wilson’s silence and inaction for twelve days, in light of the parties’ prior course of dealing and surrounding circumstances, could constitute an implied acceptance of Ammons’s orders sufficient to form a contract.
2. Whether the trial court erred by directing a verdict for Wilson instead of submitting the acceptance question to the jury.

## Decision

- The Mississippi Supreme Court reversed the directed verdict and remanded for further proceedings.
- The court held the earlier “booking” was not a binding contract or irrevocable option supported by consideration.
- The court held that a reasonable jury could find Wilson impliedly accepted the later specific orders through silence and delay, given the parties’ prior dealings and the expectation of a timely response for prompt-shipment orders.
- The court concluded that whether Wilson’s conduct amounted to acceptance was a fact question for the jury, not a matter of law on a directed verdict.

## Legal Principles

- A “booking” or option unsupported by consideration is not binding until acceptance; if accepted before withdrawal, it may become a binding contract of sale.
- Although acceptance ordinarily must be manifested, acceptance may be inferred from conduct and, in limited circumstances, from silence or inaction.
- Silence and inaction can operate as acceptance when the offeror has reason to understand that silence is intended as assent, including where prior dealings or usage creates a duty to speak within a reasonable time.
- When evidence permits differing inferences on acceptance (e.g., reasonableness of delay and effect of course of dealing), the issue is for the jury.

## Conclusion

The court held that, while the tentative booking created no contract, Wilson’s failure to timely accept or reject Ammons’s prompt-shipment orders—viewed against the parties’ established pattern of prompt fulfillment—could support a finding of implied acceptance; the directed verdict was improper and the case was remanded for a jury determination.


Ammons v. Wilson & Co., 176 Miss. 645, 170 So. 227 (Miss. 1936)