## Facts

- The Commodity Credit Corporation (CCC), a federal instrumentality, issued a public solicitation inviting bids to purchase surplus “off-condition” raisins under specified bid requirements, including reference to the solicitation terms, identification of a bonded distillery for shipment, and payment within ten days of acceptance.
- Pearl Distilling Co. telegraphed CCC offering “ten cents per pound” for 9,599 boxes of raisins located in Cleveland, Ohio, but initially omitted required references and shipment details.
- After CCC requested the missing information, Pearl Distilling provided shipping instructions by telegram.
- CCC sent a telegram stating it “accepts” the offer for 9,599 boxes at “10 cents per box,” not “ten cents per pound,” creating a large price discrepancy due to the 25-pound weight per box.
- CCC later sent a corrective telegram stating the intended price was “10 cents per pound.”
- Braunstein/Pearl Distilling did not respond to either the erroneous acceptance telegram or the corrective telegram and did not tender payment within the stated ten-day period.
- CCC resold the raisins at a lower price and sued Braunstein for breach of contract, and the parties stipulated that the telegram exchange constituted the alleged contract, if any.

## Issues

1. Whether CCC’s telegram stating acceptance at “10 cents per box,” rather than the offered “ten cents per pound,” was an unequivocal acceptance forming a contract.
2. Whether the court could treat the erroneous acceptance as stating the intended “per pound” price, effectively reforming or rewriting the acceptance to enforce a contract.

## Decision

- The court granted Braunstein’s motion for summary judgment.
- No contract was formed because the purported acceptance materially varied the price term and therefore did not mirror the offer.
- The court declined to rewrite the acceptance or enforce the agreement based on CCC’s unexpressed intent to accept at the “per pound” price.

## Legal Principles

- Contract formation requires an objective manifestation of mutual assent; acceptance must be clear, unequivocal, and correspond to the terms of the offer.
- A purported acceptance that materially changes a key term, such as price, is not an acceptance but a counterproposal and does not create a contract.
- Courts may interpret terms within an existing agreement but will not use interpretation or reformation to create the basic “framework” of a contract where mutual assent on essential terms was never objectively expressed.
- A unilateral clerical mistake in an offeree’s acceptance does not bind the offeror to the offeree’s intended (but uncommunicated) terms.

## Conclusion

The court held that CCC’s mistaken “acceptance” at a different price term failed to form a contract and refused to enforce the transaction by substituting CCC’s intended terms for the language actually sent, resulting in summary judgment for Braunstein.


United States v. Braunstein, 75 F. Supp. 137 (S.D.N.Y. 1947)