Page:Notes to Clark on contracts (IA notestoclarkonco00graviala).pdf/7

  When is a contract by letter complete? As soon as the offeree posts his letter of acceptance, in a reasonable time after the receipt of the offer, provided he has not meanwhile received notice of the revocation of the offer. See Clark, 25-27, 33-34, where Massachusetts is mentioned as the only State which holds that an acceptance is not communicated until it is received by the offerer. And in Langdell's Summary of the Law of Contracts (§§ 12; 14; 180-181), it is contended that, on principle, where the contract is bilateral (i e., a promise for a promise), it is necessary in order to complete the contract that the offerer should receive notice of acceptance; but Prof. Langdell concedes that it is otherwise when the contract is unilateral (i e., a promise for an act, or an act for a promise), when no notice of acceptance is required.

Can Cooke v. Oxley, 3 Term Rep. (Durnford and East) 653, be defended on principle? See Clark, 35, note 34. In Cooke v. Oxley, Oxley agreed to sell specific goods to Cooke on certain terms, and to keep the offer open until 4 o'clock that day. Cooke averred that he did agree to buy within the time allowed, but that Oxley failed to deliver. The court decided in favor of Oxley. The decision has caused much difficulty, and it has been suggested that the case is inaccurately reported. Boston, etc., R. Co. v. Bartlett, 3 Cush. (Mass.) 224. It seems that the offer remained unrevoked until the return of Cooke, and its acceptance by him, before 4 o'clock, and it is now settled law that, while a time offer is revocable at pleasure, yet its acceptance during the time, while it remains unrevoked, makes a binding contract. It is possible that from any point of view the decision was wrong, but it has been attempted to explain the case on the ground that the declaration did not allege (though such was the fact) that at the time of the acceptance the offer remained unrevoked. But Prof. Langdell shows that this was  