## Facts

- J. H. Moulton, a salt dealer in La Crosse, claimed C. J. Kershaw & Son, salt dealers in Milwaukee, breached an agreement to deliver Michigan fine salt.
- On September 19, 1882, Kershaw sent Moulton a letter stating they were “authorized to offer” Michigan fine salt in “full car-load lots of eighty to ninety-five bbls.” delivered to La Crosse at 85¢ per barrel, and added: “Shall be pleased to receive your order.”
- On September 20, 1882, after receiving the letter, Moulton telegraphed Kershaw: “You may ship me two thousand (2,000) barrels Michigan fine salt, as offered in your letter.”
- Kershaw received the telegram and, on September 21, 1882, notified Moulton that the September 19 communication was withdrawn and refused to deliver the 2,000 barrels.
- Moulton sued for damages; Kershaw demurred, asserting the pleaded facts did not establish a contract.

## Issues

1. Whether Kershaw’s September 19 letter was a definite offer that could be accepted to form a binding contract.
2. Whether Moulton’s telegram constituted an acceptance creating an enforceable agreement for 2,000 barrels of salt.

## Decision

- The Wisconsin Supreme Court reversed the order overruling the demurrer.
- The court held no contract was formed because Kershaw’s letter was not a definite offer but a general solicitation inviting orders.
- The court directed that the demurrer should be sustained and the complaint dismissed.

## Legal Principles

- A general business circular or advertisement stating prices and terms, without committing to a specific quantity, is ordinarily an invitation to deal rather than an offer.
- A communication lacking a definite quantity term typically does not create an obligation capable of acceptance into a contract, where treating it as an offer would expose the sender to unlimited liability.
- When a seller’s communication is only an invitation to submit orders, the buyer’s responsive “order” is the offer; without the seller’s acceptance, no contract arises.

## Conclusion

Because Kershaw’s letter invited orders and did not commit to supply any definite quantity, Moulton’s telegram did not accept an offer but instead proposed a purchase that Kershaw never accepted; therefore, no enforceable contract existed and the complaint failed to state a claim.


Moulton v. Kershaw, 59 Wis. 316, 18 N.W. 172 (Wis. 1884)