## Facts

- W. D. Cline owned land on Indian Creek in McDowell County, West Virginia; W. H. Caldwell owned the “McKinsey farm” in Monroe County, West Virginia.
- On January 29, 1929, Cline mailed Caldwell a letter offering to pay $6,000 cash and convey Cline’s Indian Creek land in exchange for Caldwell’s McKinsey farm.
- Cline’s letter gave Caldwell “eight days” to accept or reject the offer.
- Caldwell received the offer letter on February 2, 1929.
- On February 8, 1929, Caldwell sent Cline a telegram stating: “Land deal is made. Prepare deed to me. See letter.”
- Cline received the telegram on February 9, 1929, and later refused to complete the exchange.
- Caldwell filed an equity action in the Circuit Court of McDowell County seeking specific performance.
- The circuit court sustained Cline’s demurrer and dismissed the bill; Caldwell appealed.

## Issues

1. Whether the offer and purported acceptance were too indefinite to form a binding contract, including whether the telegram was an unconditional acceptance.
2. Whether the “eight days” for acceptance ran from the date the offer letter was mailed or from the date it was received by the offeree.
3. Whether an offer sent by mail could be accepted by telegram when the offer did not prescribe an exclusive method of acceptance.

## Decision

- The Supreme Court of Appeals of West Virginia reversed the decree sustaining the demurrer, reinstated the bill, and remanded.
- The court held the offer was sufficiently definite to support a contract for exchange of land and cash.
- The court held Caldwell’s telegram, on the pleadings, constituted an unconditional acceptance rather than a counteroffer.
- The court held an offer sent by mail is completed upon receipt by the offeree, so the eight-day acceptance period ran from Caldwell’s receipt (February 2), making the February 8 acceptance timely.
- The court held acceptance by telegram was permissible because the offer did not require acceptance by any particular means.

## Legal Principles

- An offer transmitted by mail is not operative upon posting; it is completed upon receipt by the offeree, and a stated time to accept runs from receipt absent contrary terms.
- Where an offer does not prescribe an exclusive mode of acceptance, acceptance may be communicated by any reasonable means, including telegram.
- On demurrer, if the pleaded communications plausibly show a definite offer and unconditional acceptance within the stated time, dismissal at the pleading stage is improper in a suit seeking specific performance.

## Conclusion

The court held that the mailed offer became effective when received, that Caldwell’s telegram was a timely and valid acceptance by a permissible method, and that the complaint therefore stated a claim for specific performance sufficient to survive demurrer.


Caldwell v. Cline, 109 W. Va. 553, 156 S.E. 55 (W. Va. 1930)