Ammons v. Wilson & Co.
170 So. 227 (1934)
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Rule of Law:
An offeree's silence and inaction can operate as an acceptance of an offer when, due to a prior course of dealing, the offeror has been given reason to understand that silence is intended by the offeree as a manifestation of assent.
Facts:
- Ammons was a wholesale grocer, and Wilson & Co. was a meat packing business that manufactured shortening.
- For six to eight months prior, Wilson & Co.'s traveling salesman, Tweedy, had taken several orders from Ammons.
- In every prior instance, Wilson & Co. accepted and shipped Ammons's orders not later than one week after they were given.
- Around August 9-11, 1934, Tweedy 'booked' Ammons for 60,000 pounds of shortening, signifying a willingness to receive orders up to that amount at a set price, subject to Wilson & Co.'s acceptance.
- On August 23rd and 24th, Ammons placed orders with Tweedy for 942 cases of shortening.
- The written orders contained a provision stating, 'This order taken subject to acceptance by seller’s authorized agent at point of shipment.'
- Ammons received no communication from Wilson & Co. for twelve days.
- On September 4th, after Ammons inquired about the shipment, Wilson & Co. informed him that the orders had been declined.
Procedural Posture:
- Ammons (appellant) filed a lawsuit against Wilson & Co. (appellee) in the circuit court of Bolivar county for breach of contract.
- At trial, after Ammons presented his evidence, Wilson & Co. made a motion to exclude the evidence and for a directed verdict.
- The trial court granted Wilson & Co.'s motion and entered a judgment in its favor.
- Ammons appealed the trial court's judgment to the state's highest court.
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Issue:
Does an offeree's silence for twelve days regarding an offer constitute an implied acceptance when a prior course of dealing between the parties involved the offeree consistently accepting and shipping similar orders within one week?
Opinions:
Majority - Anderson, J.
Yes. An offeree's silence may constitute an implied acceptance of an offer when a prior course of dealing has given the offeror reason to believe that silence means assent. The court reasoned that the established history between the parties, where Wilson & Co. had consistently accepted and shipped all of Ammons's previous orders within a week, could have given Ammons a reasonable expectation that this order would also be accepted unless he was notified otherwise. Citing the Restatement of Contracts, § 72(1)(c), the court found that this prior conduct could lead an offeror to understand that silence is a manifestation of assent. Therefore, whether the twelve-day delay constituted an acceptance was a question of fact that should have been submitted to a jury.
Analysis:
This decision establishes an important exception to the general common law rule that silence does not operate as acceptance of an offer. It demonstrates that a pre-existing relationship and a consistent course of dealing between parties can create a duty for an offeree to speak if they intend to reject an offer. The case places a burden on sellers who have established a pattern of prompt acceptance with a particular customer to provide timely rejection, preventing them from using silence to speculate on market price fluctuations at the buyer's expense. This precedent emphasizes that the context of the parties' relationship is critical in determining whether a contract has been formed.
