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- Kershaw received the telegram and, on September 21, 1882, notified Moulton that the September 19 communication was withdrawn and refused to deliver the 2,000 barrels.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
- Whether Kershaw’s September 19 letter was a definite offer that could be accepted to form a binding contract.
- 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.