## Facts

- Courteen Seed Company, a Wisconsin wholesale seed dealer, sought to buy a carload (about 50,000 pounds) of red clover seed from Abraham, an Oregon warehouseman and grain dealer.
- Abraham sent Courteen a sample of seed with writing indicating he was “asking” a stated price per pound.
- Courteen acknowledged receipt of the sample and initially indicated it would wait before taking further action.
- Abraham later wrote about unfavorable rainy conditions and that the seed was not yet ready for shipment.
- Courteen then wired Abraham requesting a “firm offer” and the “absolutely lowest” price, f.o.b.
- Abraham replied by telegram that he was “asking 23 cents per pound” and that he had “an offer 22 3/4 cents per pound” from another party.
- Courteen responded by telegram stating it “accept[ed] your offer” and directed prompt shipment, and Courteen arranged resale transactions anticipating a profit.
- Abraham did not ship and refused to complete the sale.
- Courteen sued for breach of an alleged contract, claiming lost-profit damages; the trial court denied Abraham’s motion for nonsuit, and a jury awarded Courteen $500.
- Abraham appealed.

## Issues

1. Whether Abraham’s telegram stating he was “asking 23 cents per pound” and referencing another buyer’s offer constituted a definite offer capable of acceptance, forming a contract upon Courteen’s responsive telegram.

## Decision

- The Oregon Supreme Court reversed the judgment for Courteen.
- The court held Abraham’s telegram was not an offer, but a statement of price and invitation to negotiate.
- Because there was no offer, Courteen’s purported acceptance could not create a contract.
- The case was remanded with directions to dismiss the action.

## Legal Principles

- A contract-forming offer requires a manifestation of present willingness to enter a bargain such that the other party’s assent alone will conclude the deal.
- A price quotation or “asking” language typically indicates preliminary negotiations, not an offer, absent clear words of commitment (e.g., “I will sell”).
- Courts determine whether an offer exists by construing the parties’ communications in context to ascertain objective intent to be bound.
- A response labeled an “acceptance” is ineffective if the prior communication was not a legally operative offer; without a contract, expectation damages for nonperformance are unavailable.

## Conclusion

The court held that the seller’s telegram was only a price quotation and invitation to deal, not an enforceable offer; therefore, the buyer’s attempted acceptance formed no contract, and the buyer could not recover damages for the seller’s refusal to ship.


Courteen Seed Co. v. Abraham, 129 Or. 427, 275 P. 684 (Or. 1929)