Facts
- Charles A. Hobbs supplied eel skins used in whip manufacturing; Massasoit Whip Company was a whip manufacturer.
- Hobbs previously sent eel skins to the company through an intermediary, Harding, and the company had accepted and paid for prior shipments sent in the same manner.
- The parties’ dealings reflected that eel skins were expected to be in good condition and at least twenty-two inches long; the shipment at issue was alleged to meet those requirements.
- On February 18, 1890, Hobbs delivered about 2,850 eel skins to Harding, who promptly forwarded them to the company.
- The company received and kept the skins for months, did not notify Hobbs of rejection, and did not pay.
- The skins were later destroyed in a fire at the company’s premises.
- Hobbs sued in contract for the price of the skins; a jury found for Hobbs, implying the goods conformed and the company’s conduct amounted to acceptance.
- The company appealed, arguing no contract existed because it had not ordered or expressly accepted the shipment and silence could not constitute acceptance.
Issues
- Whether, given the parties’ prior course of dealing and an apparent continuing willingness to purchase conforming eel skins, the company’s silence and retention of the shipment for an unreasonable time could be treated as acceptance forming a contract.
- Whether the trial court properly instructed the jury that the company’s conduct could justify Hobbs in treating the shipment as accepted.
Decision
- The Supreme Judicial Court of Massachusetts affirmed the judgment for Hobbs.
- The court held the jury could find acceptance where the company retained the skins for a reasonable time without objection in the context of prior transactions of the same kind.
- The court approved the instruction permitting the jury to treat silence plus retention, under these circumstances, as conduct importing assent.
- The court stated that legally operative acceptance turns on outward manifestations: conduct that imports assent is assent, regardless of undisclosed intent.
Legal Principles
- Acceptance may be inferred from conduct, including silence, when the circumstances and prior dealings make it reasonable for the offeror to understand silence and retention as assent.
- A prior course of dealing can create a reasonable expectation that conforming goods sent in the usual way will be accepted unless promptly rejected.
- The law assesses assent objectively; undisclosed subjective intent does not prevent contract formation when behavior reasonably indicates acceptance.
- Whether retention and silence amount to acceptance in a particular case is ordinarily a fact question for the jury when supported by evidence of course of dealing and conformity of goods.
Conclusion
Because repeated prior transactions supported Hobbs’s expectation that conforming eel skins would be accepted and paid for, the company’s receipt and prolonged retention of the shipment without objection could be found by the jury to constitute acceptance, creating a binding contract for the price.