Lexplug logoLexplug

Moulton v. Kershaw

Wisconsin Supreme Court
59 Wis. 316 (1884)
ELI5:

Rule of Law:

A general business communication quoting prices for goods, which does not specify a quantity and is sent to potential customers, is not a binding offer but rather an invitation to solicit offers.


Facts:

  • The appellants, a salt dealer, sent a letter to the respondent, a potential customer.
  • The letter stated that the appellants were 'authorized to offer Michigan fine salt, in full car-load lots... at 85c. per bbl.'
  • The letter did not specify any total quantity of salt that the appellants were willing to sell to the respondent.
  • Upon receiving the letter, the respondent sent a telegram to the appellants ordering 2,000 barrels of salt at the stated price.
  • The appellants did not fulfill the order.

Procedural Posture:

  • The respondent (plaintiff) sued the appellants (defendants) in the circuit court (trial court) for breach of an alleged contract.
  • The appellants filed a demurrer to the complaint, arguing that the writings did not constitute a contract and thus the respondent had failed to state a valid claim.
  • The circuit court overruled the appellants' demurrer, effectively finding that a contract could have been formed.
  • The appellants appealed the circuit court's order to this court.

Locked

Premium Content

Subscribe to Lexplug to view the complete brief

You're viewing a preview with Rule of Law, Facts, and Procedural Posture

Issue:

Does a letter stating that a seller is 'authorized to offer' a product at a specific price, but without mentioning a quantity, constitute a binding offer that can be accepted by a potential buyer's order?


Opinions:

Majority - Taylor, J.

No. A letter that merely announces a seller is authorized to offer goods at a certain price, without specifying a quantity, is not a definite offer but an advertisement or circular to solicit business. The court reasoned that the appellants' letter lacked the specificity and language of a formal offer. The phrase 'we are authorized to offer' and the absence of the word 'sell' or a specific quantity indicated an invitation to negotiate, not a promise to be bound. To construe this vague language as an offer for any 'reasonable' quantity would introduce an unacceptable level of uncertainty into the contract, requiring external evidence to determine the parties' obligations. The communication was a general business circular intended to attract patronage, not a definite offer that could be accepted to form a binding contract.



Analysis:

This decision solidifies the critical distinction between a binding offer and a non-binding invitation to treat or preliminary negotiation. It establishes that general advertisements, price quotes, and circulars are typically not considered offers because they lack definite terms, particularly regarding quantity. This precedent protects sellers from being bound to an indefinite number of contracts for potentially unlimited quantities based on a single advertisement. It clarifies that the party responding to such a communication is usually the one making the offer, which the original advertiser is then free to accept or reject.

🤖 Gunnerbot:
Query Moulton v. Kershaw (1884) directly. You can ask questions about any aspect of the case. If it's in the case, Gunnerbot will know.
Locked
Subscribe to Lexplug to chat with the Gunnerbot about this case.

Unlock the full brief for Moulton v. Kershaw