Fairmount Glass Works v. Crunden-Martin Woodenware Co.
106 Ky. 659, 51 S.W. 196 (1899)
A price list for immediate acceptance that turned out to be an offer
- In one lineEn una línea
- A quotation sent in answer to a specific inquiry and stated to be for immediate acceptance is an offer, and the order accepting it forms a contract.Una cotización enviada en respuesta a una consulta específica y expresada para aceptación inmediata es una oferta, y el pedido que la acepta forma un contrato.
- RuleRegla
- Whether a price quotation is an offer depends on its language and the circumstances: a quotation responding to a specific inquiry about quantity, stating terms and inviting immediate acceptance, is an offer; an acceptance that leaves a detail (jar sizes) to the buyer's later specification within stated options does not fail for indefiniteness.
- Why this case is herePor qué está aquí este caso
- The counterweight to Owen and Harvey (Sept. 8): the same kind of document, a price quotation, becomes an offer when its words (for immediate acceptance) and the buyer's specific inquiry show a commitment. It also resolves a definiteness objection about sizes.
- Procedural posturePostura procesal
- Buyer sued for breach after the seller refused to fill an order placed in response to a quotation; judgment for the buyer, affirmed.
Facts
Crunden-Martin wrote to Fairmount asking for the lowest price on ten car loads of Mason green jars, complete with caps and rubbers, with terms of delivery. Fairmount replied by letter quoting prices per gross for pints, quarts and half gallons, with a cash discount, stating the quotation was for immediate acceptance and shipment not later than May 15. Crunden-Martin telegraphed an order for ten car loads as per the letter, specifying first-quality jars. Fairmount answered that it was sold out and could not fill the order.
Procedural posture
Crunden-Martin sued for breach and recovered; Fairmount appealed; the Court of Appeals of Kentucky affirmed.
Issue
Whether Fairmount’s letter was an offer that the telegraphed order accepted, and whether the order was too indefinite to be an acceptance.
Holding
Yes to the first, no to the second. The letter, read in light of the specific inquiry and its language of immediate acceptance, was an offer; the order accepted it, and the specification of first-quality jars within the quoted sizes did not add a new term.
Reasoning
A price quotation is ordinarily not an offer, but the test is what a reasonable person in the buyer’s position would understand. Here the buyer had asked for a price on a stated quantity and terms; the seller answered with complete terms and asked for immediate acceptance. That is a proposal to sell, and the seller could not treat it as mere information after the buyer relied on it. On definiteness, the sizes were the seller’s own options; choosing among them and asking for first quality, which the seller’s quotation implied, completed rather than altered the bargain.
Rule (own words)
Words of commitment plus a specific inquiry turn a price list into an offer. And an acceptance that fills a blank the offer left open does not vary the offer.
What-ifs
- Fairmount’s letter quoted the same prices but omitted for immediate acceptance and was sent to all its customers: much closer to Harvey, a quotation.
- The order asked for a size the quotation did not list: a counteroffer.
- The order demanded shipment by May 1 instead of May 15: a varying term, no acceptance under the mirror-image rule.
Likely follow-upsRepreguntas probables
What distinguished this quotation from Facey's telegram?
The seller argued the acceptance was too indefinite because it did not specify sizes. Why did that fail?
Say the answer out loud before revealing each part. Rate yourself honestly; the case comes back sooner when you miss.Di la respuesta en voz alta antes de revelar cada parte. Califícate con honestidad; el caso vuelve antes si fallas.
Panic kit: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”Kit de pánico: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”