Minneapolis St. Railway Company v. Columbus Rolling-Mill Company/Opinion of the Court

The rules of law which govern this case are well settled. As no contract is complete without the mutual consent of the parties, an offer to sell imposes no obligation until it is accepted according to its terms. So long as the offer has been neither accepted nor rejected, the negotiation remains open, and imposes no obligation upon either party,-the one may decline to accept, or the other may withdraw his offer; and either rejection or withdrawal leaves the matter as if no offer had ever been made. A proposal to accept, or an acceptance, upon terms varying from those offered, is a rejection of the offer, and puts an end to the negotiation, unless the party who made the original offer renews it, or assents to the modification suggested. The other party, having once rejected the offer, cannot afterwards revive it by tendering an acceptance of it. Eliason v. Henshaw, 4 Wheat. 225; Carr v. Duval, 14 Pet. 77; National Bank v. Hall, 101 U.S. 43, 50; Hyde v. Wrench, 3 Beav. 334; Fox v. Turner, 1 Bradw. 153. If the offer does not limit the time for its acceptance, it must be accepted within a reasonable time. If it does, it may, at any time within the limit, and so long as it remains open, be accepted or rejected by the party to whom, or be withdrawn by the party by whom, it was made. Boston & M. R. R. v. Bartlett, 3 Cush. 224; Dickinson v. Dodds, 2 Ch. Div. 463.

The defendant, by the letter of December 8th offered to sell to the plaintiff 2,000 to 5,000 tons of iron rails on certain terms specified, and added that if the offer was accepted the defendant would expect to be notified prior to December 20th. This offer, while it remained open, without having been rejected by the plaintiff or revoked by the defendant, would authorize the plaintiff to take, at his election, any number of tons not less than 2,000, nor more than 5,000, on the terms specified. The offer, while unrevoked, might be accepted or rejected by the plaintiff at any time before December 20th. Instead of accepting the offer made, the plaintiff, on December 16th, by telegram and letter, referring to the defendant's letter of December 8th, directed the defendant to enter an order for 1,200 tons on the same terms. The mention, in both telegram and letter, of the date and the ter § of the defendant's original offer, shows that the plaintiff's order was not an independent proposal, but an answer to the defendant's offer,-a qualified acceptance of that offer, varying the number of tons, and therefore in law a rejection of the offer. On December 18th, the defendant, by telegram, declined to fulfill the plaintiff's order. The negotiation between the parties was thus closed, and the plaintiff could not afterwards fall back on the defendant's original offer. The plaintiff's attempt to do so, by the telegram of December 19th, was therefore ineffectual, and created no rights against the defendant. Such being the legal effect of what passed in writing between the parties, it is unnecessary to consider whether, upon a fair interpretation of the instructions of the court, the question whether the plaintiff's telegram and letter of December 16th constituted a rejection of the defendant's offer of December 8th, was ruled in favor of the defendant as matter of law, or was submitted to the jury as a question of fact. The submission of a question of law to the jury is no ground of exception, if they decide it aright. Pence v. Langdon, 99 U.S. 578.

Judgment affirmed.