## Facts

- A St. Louis buyer sought the lowest price and terms for “our order” of ten carloads of Mason green fruit jars, asking for pricing delivered or f.o.b. the seller’s plant, plus payment terms and discount.
- The Indiana seller replied by letter “quot[ing]” specific prices per gross for pint, quart, and half-gallon jars, stating the quote was “for immediate acceptance,” with shipment “not later than May 15, 1895,” and specified payment/discount terms.
- The seller’s letter also stated that quotations and contracts were subject to contingencies such as transportation delays or accidents beyond its control.
- The next day, the buyer telegraphed: “Enter order ten car loads as per your quotation. Specifications mailed.”
- The seller immediately telegraphed back that it was “Impossible to book your order,” claiming its output was already sold.
- The buyer sued for damages for breach of contract; the trial court entered judgment for the buyer.

## Issues

1. Whether the seller’s letter, though framed as a “quotation,” was a definite offer capable of acceptance, or only an invitation to negotiate.
2. Whether “ten car loads” was a sufficiently definite quantity term to support contract formation.
3. Whether additional quality language in the buyer’s response (if included) was a material variation that prevented acceptance and instead created a counteroffer.

## Decision

- The Kentucky Court of Appeals affirmed judgment for the buyer.
- The court held the seller’s letter was a definite offer, not merely a nonbinding price quote.
- The buyer’s telegram constituted a timely acceptance that formed a contract before the seller’s attempted refusal.
- The quantity term “ten car loads” was sufficiently certain in the commercial context.
- Any added quality phrasing in the buyer’s response did not defeat acceptance as a material alteration of the offer.

## Legal Principles

- Whether a communication is an offer or a nonbinding price quotation depends on objective intent shown by the language used and surrounding circumstances, not labels such as “quote.”
- A price quotation may constitute an offer when it contains definite essential terms (e.g., price, quantity, delivery, and payment) and invites prompt assent (e.g., “for immediate acceptance”).
- An acceptance that assents to the offer’s essential terms forms a contract; immaterial or nonconflicting language in the acceptance does not convert it into a counteroffer.
- A quantity term is enforceable when it is commercially intelligible and sufficiently definite in context.

## Conclusion

Because the seller’s letter set out definite terms and invited “immediate acceptance,” the buyer’s prompt telegram created a binding contract, and the seller’s subsequent refusal to “book” the order constituted a breach for which damages were recoverable.


Fairmount Glass Works v. Crunden-Martin Woodenware Co., 106 Ky. 659, 51 S.W. 196 (Ky. Ct. App. 1899)