White v. Corlies & Tift
46 N.Y. 467 (1871)
A builder who bought lumber to accept, and told no one
- In one lineEn una línea
- Acceptance by performance must be manifested to the offeror; buying materials that could serve any job, without notice, is not an acceptance.La aceptación por ejecución debe manifestarse al oferente; comprar materiales que servirían para cualquier obra, sin aviso, no es aceptación.
- RuleRegla
- Where an offer invites acceptance by an act, the offeree accepts only by an act that, judged objectively, indicates assent and is made known to the offeror in some way; a merely internal or equivocal act does not form the contract, and the offer may be revoked.
- Why this case is herePor qué está aquí este caso
- Assigned Sept. 15 with the professor's time line: an offer that invites acceptance by beginning performance still requires that the acceptance be manifested to the offeror. Buying lumber in your own shop, an act you might do for any job, communicates nothing, so the offer was still open when it was revoked.
- Procedural posturePostura procesal
- Builder sued for breach after the owners withdrew a note that invited him to begin work; verdict for the builder, reversed on appeal.
Facts
Corlies & Tift negotiated with White, a builder, about fitting up a suite of offices. After some exchanges, their bookkeeper left White a note: upon an agreement to finish the fitting up of the offices in two weeks from date, you can begin at once. White said nothing to them but bought lumber and began working on it in his shop. The next day Corlies & Tift sent a countermand. White sued.
Procedural posture
The trial judge told the jury that if White began work on the lumber with the intention of accepting, that was acceptance. Verdict for White; the Court of Appeals reversed and ordered a new trial.
Issue
Whether White’s purchase of lumber and start of work in his own shop, uncommunicated to the offerors, accepted the offer before it was withdrawn.
Holding
No. The offer called for an agreement to finish in two weeks, which required some manifestation of assent; White’s acts were not of a character to indicate assent to the offerors and were never brought to their attention, so the countermand came before any acceptance.
Reasoning
The court accepted that assent may be shown by acts as well as words, but the acts must be such as would indicate acceptance to the other party, and they must be made known. Buying lumber and working on it in one’s own shop is what a builder does for any customer; it tells the offeror nothing. An intention to accept, however sincere, is not an acceptance.
Rule (own words)
Accepting is something you do toward the other side, not something you feel. Either tell them or do something they will see that could only mean yes.
What-ifs
- White sends a boy with the message I accept before the countermand arrives: contract.
- White begins tearing out the old fixtures at the offices on the morning after the note: an act referable to the offer that the offerors would discover; likely acceptance.
- The note had said: send us word within a day if you agree. Then only a communication accepts.
Likely follow-upsRepreguntas probables
The note said you can begin at once. Why was beginning not acceptance?
What should White have done?
How does the Restatement handle this today?
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 …”