## Facts

- A steamship company operating transatlantic service through agents offered Swift & Co., Boston meat shippers, refrigerated ship space to transport dressed meats on the Sarnia, Oregon, and Vancouver.
- Transport of dressed meats required reserving dedicated space and installing and maintaining refrigeration and related handling arrangements.
- From November 1889 through late 1890, the parties exchanged letters and telegrams discussing price, duration, voyage schedules, space amounts, and refrigeration details.
- The steamship company claimed the parties reached a completed charter/space contract by April 5, 1890, and sought $24,690.08 in damages for Swift & Co.’s nonperformance.
- Swift & Co. denied any completed contract, asserted negotiations remained open, and pleaded the statute of frauds, arguing the alleged agreement required a signed written memorandum.
- The case was submitted on report on an agreed record for resolution of legal questions; no jury verdict was involved.

## Issues

1. Whether the correspondence and telegrams evidenced a complete and binding agreement for refrigerated space on specified vessels for multiple voyages.
2. If an agreement was formed, whether it was unenforceable under the statute of frauds because the writings did not constitute a sufficient signed memorandum by the party to be charged.

## Decision

- Judgment was entered for Swift & Co.
- The court concluded the communications reflected continuing negotiations and did not establish mutual assent on all essential terms.
- The court further concluded that, to the extent the arrangement fell within the statute of frauds, the writings relied upon did not supply a satisfactory signed memorandum of a completed contract.

## Legal Principles

- A contract is not formed by correspondence when material terms remain unsettled, inconsistent, or left for future arrangement; proposals and counterproposals may evidence negotiations only.
- When the parties’ language and conduct indicate they expected a more formal executed instrument, preliminary writings are generally treated as nonbinding absent clear intent to be presently bound.
- For agreements within the statute of frauds, enforcement requires a written memorandum that clearly evidences a completed contract and is subscribed by the party to be charged; scattered or ambiguous communications that show ongoing negotiation are insufficient.

## Conclusion

The court refused to impose liability for breach because the record showed negotiations toward a contemplated formal arrangement rather than a concluded agreement, and the writings did not satisfy the statute of frauds requirements for enforcing the alleged long-term shipping space charter.


Mississippi & Dominion Steamship Co. v. Swift, 86 Me. 248 (1894)