Heisel v. Volkman

The rule is unquestioned that, to establish a contract through the medium of correspondence, there must be sufficient from which a definite agreement can be inferred, and that, where the minds of the parties have not met upon a definite proposition, no valid contract is created. The formulation of the rule is simple; but its application to particular facts is at times difficult, owing to the different views which may be taken of the force to be attributed, or the construction to be given, to the language used in the correspondence. Language, however, which to some extent may be ambiguous or obscure, can often be made certain by reference to the intent of the parties, the purpose sought to be effected, and the means employed to that end.

Here, what the defendants wished was to secure at a low price a contract for the supply of the chewing gum they would require for the year, and to obtain this they wrote to the plaintiff asking for prices at which the gum would be furnished, giving an estimate of their yearly requirements, which, they stated, would not be less than 5,000,000 pieces. It was upon the data thus furnished that the plaintiff made his proposal, fixing the prices. accordingly, for a yearly contract to supply not less than 5,000,000 pieces. This proposal the defendants accepted, and all that was indefinite, either as to the terms of the proposal or the acceptance, was whether the yearly requirement would exceed the minimum amount named (5,000,000 pieces), and reach the defendants’ expectation, that it might be 10,000,000 pieces or over. In their first letter to the plaintiff the intent was clearly expressed that what the defendants sought was a price based upon a yearly contract for a minimum amount,

This case, we think, is clearly distinguishable from that relied upon by the respondent, of Barrow Steamship Co. v. Mexican Cent. Ry Co., 134 N. Y. 15 , 31 N. E. 261 , 17 L. R. A. 359 . There the parties negotiated by letter for the transportation by plaintiff of a party of pilgrims from New York to Borne. In answer to a letter from defendant’s agent, which stated that there would probably be 250 or more in the party, the plaintiff’s agent wrote, “We beg to confirm the understanding between us,” which the letter stated, in substance, to be that defendant would ship not less than 250. The letter closed, “Please confirm this, and oblige.” Defendant’s agent replied, accepting the rates offered, and adding: “There is a probability that the party will exceed two hundred and fifty, but 1 have not been furnished with the exact number of each class.” The number furnished by defendant was 134, and it was held that no binding contract for at least 250 had been made. In that case, it will be seen, the defendant never made a direct representation of the number, but stated the probability, and added that the exact number had not been furnished; and, as shown by the correspondence, the defendant was relying upon information derived from an outside source, and did not bind itself with respect to any definite number, but was speaking all the time of a probable number. Here, however, the defendants were speaking of the requirements of their own business, of which they must be presumed to have definite information, and made a representation, which was in no way indefinite or ambiguous, as to the minimum amount of chewing gum they would need during the year. And, in confirmation of the fact

Motion for a new trial accordingly granted, with costs to the plaintiff to abide the event. All concur.