## Facts

- A. L. Phillips (through his guardian) negotiated by correspondence with G. L. Moor for the sale of a quantity of hay stored in Phillips’s barn.
- Moor, anticipating a possible purchase, had the hay pressed by his men under an understanding that pressing would be paid for at an agreed rate if the parties did not reach sale terms.
- After inspecting the pressed hay, Moor mailed an offer to buy it at $9.50 per ton for all but three tons and $5.00 per ton for the remaining three tons.
- Phillips later sent a card stating Moor could take the hay at Moor’s stated offer, while expressing a desire that Moor pay $10.00 per ton if Moor could do so.
- After receiving Phillips’s card, Moor arranged for a third party to haul the hay from Phillips’s barn.
- Before removal occurred, an accidental fire destroyed the hay in the barn.
- Moor refused to pay the purchase price and sought to charge Phillips for the pressing; Phillips sued in assumpsit for the price of the hay.

## Issues

1. Whether Phillips’s response was a timely and unconditional acceptance that formed a binding sales contract, notwithstanding language requesting a higher payment.
2. Whether the parties’ correspondence constituted a sufficient signed memorandum to satisfy the Statute of Frauds for a sale of goods.
3. Whether, assuming a valid contract, title and risk of loss had passed to Moor before the fire, making Moor liable for the price despite destruction before physical removal.

## Decision

- The court found a binding contract of sale was formed: Phillips’s card accepted Moor’s offer on its stated terms, and the reference to $10 per ton was a request rather than a counteroffer.
- The acceptance was within a reasonable time under the circumstances, and Moor’s post-acceptance conduct (arranging hauling) was consistent with treating the sale as complete.
- The correspondence, read together, satisfied the Statute of Frauds by identifying the parties, the specific hay, and the price terms in writings signed by the party to be charged.
- Title to the identified hay and the risk of accidental loss had passed to Moor before the fire; Moor therefore bore the loss and owed Phillips the contract price.

## Legal Principles

- An offer must be accepted within a reasonable time; what is reasonable depends on the circumstances, including customary mail transmission time.
- A purported acceptance that assents to the offered terms is not defeated by language expressing hope or requesting a better price, so long as it does not alter the essential terms.
- Multiple writings may be connected and read together to satisfy the Statute of Frauds if, collectively, they state the essential terms and are signed by the party to be charged.
- For identified goods, once the sale is complete and property has passed to the buyer, the risk of accidental loss follows title and rests on the buyer even if the goods remain in the seller’s possession awaiting pickup.
- Appropriation of specific goods to the contract, combined with the buyer’s assent to take and pay for them and the absence of further acts required of the seller, can be treated as sufficient to transfer property and allocate risk to the buyer.

## Conclusion

The court held that the parties’ mailed writings created an enforceable contract for the specified hay, satisfied the Statute of Frauds, and transferred title and risk to the buyer before the accidental fire, requiring the buyer to pay the agreed price despite the hay’s destruction before removal.


Phillips v. Moor, 71 Me. 78 (Me. 1880)