Nebraska Seed Co. v. Harsh
1915 Neb. LEXIS 166, 152 N.W. 310, 98 Neb. 89 (1915)
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Rule of Law:
A communication that merely states the price at which property is held, without containing an express offer to sell to a specific party, constitutes an invitation to negotiate rather than a binding offer that can be accepted to form a contract.
Facts:
- On April 24, 1912, H. F. Harsh sent a letter to the Nebraska Seed Co.
- The letter stated that Harsh had 'about 1,800 bu. or thereabouts of millet seed' and included a sample.
- The letter also said, 'I want $2.25 per cwt. for this seed f. o. b. Lowell.'
- On April 26, 1912, upon receiving the letter, Nebraska Seed Co. telegraphed Harsh, stating, 'Accept your offer. Millet like sample two twenty-five per hundred. Wire how soon can load.'
- That same day, Nebraska Seed Co. sent a letter confirming its purchase of '1,800 bushels of millet seed' from Harsh.
- Harsh subsequently refused to deliver the seed to Nebraska Seed Co.
Procedural Posture:
- Nebraska Seed Co. (plaintiff) sued H. F. Harsh (defendant) in a Nebraska district court (trial court) for breach of contract.
- Harsh filed a demurrer to the petition, which the trial court overruled.
- The case was tried before a jury, which returned a verdict in favor of the plaintiff, Nebraska Seed Co.
- The trial court entered a judgment for the plaintiff based on the jury's verdict.
- The defendant, H. F. Harsh, appealed the judgment to the Supreme Court of Nebraska.
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Issue:
Does a letter stating 'I have about 1,800 bu. or thereabouts of millet seed' and 'I want $2.25 per cwt. for this seed' constitute a binding offer that can be accepted to form an enforceable contract?
Opinions:
Majority - Morrissey, C. J.
No. A letter that does not contain an explicit offer to sell but merely states the price at which goods are held is an invitation for an offer, not an offer itself. The court reasoned that Harsh's language, 'I want $2.25 per cwt.,' was a general statement of price, similar to an advertisement or a price circular, rather than a specific offer to sell to the Nebraska Seed Co. The court emphasized that Harsh did not say, 'I offer to sell to you.' The communication lacked finality and essential terms, such as a delivery time, which the plaintiff's own telegram implicitly acknowledged by asking, 'Wire how soon can load.' Furthermore, the court noted that even if the letter were an offer for '1,800 bu. or thereabouts,' the plaintiff's acceptance for a definite '1,800 bushels' would have been a counteroffer, not a valid acceptance. To hold otherwise would subject a seller who sends such letters to multiple dealers to numerous potential lawsuits if their supply were exhausted.
Analysis:
This case establishes a fundamental principle in contract law distinguishing binding offers from preliminary negotiations. It clarifies that a mere quotation of a price, without language indicating a present willingness to be bound, is not an offer. The decision protects sellers from being inadvertently bound to multiple contracts when they are merely soliciting bids or advertising their goods. Future cases will look to the specificity of the language used to determine whether a communication constitutes a valid offer or simply an invitation to treat.
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