Phillips v. Moor
71 Me. 78 (1880) (1880)
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Rule of Law:
When an offer is accepted after a reasonable time has passed, the offeror must promptly notify the offeree of an intent to retract due to the delay; failure to do so constitutes a waiver of the untimeliness, and the risk of loss for specific, identified goods passes to the buyer upon formation of the contract.
Facts:
- Plaintiff's guardian and defendant were negotiating the sale of a specific quantity of hay located in the plaintiff's barn.
- Defendant's men pressed the hay in anticipation of a sale.
- On Friday, June 14, defendant examined the pressed hay and wrote to plaintiff's guardian with a specific offer of $9.50 per ton for most of it and $5.00 per ton for the rest.
- The offer was mailed on Saturday, June 15, and was likely received by the plaintiff's guardian the same day.
- On Thursday, June 20, plaintiff's guardian mailed a card to the defendant accepting the offer, stating, "you can take the hay at your offer."
- Defendant received the acceptance that night or the next morning but made no reply.
- After receiving the acceptance, defendant made an agreement with a third party to haul the hay.
- On Sunday morning, the hay was completely destroyed by a fire in the plaintiff's barn.
Procedural Posture:
- The plaintiff sued the defendant in a trial court to recover the price of the hay.
- The case was brought before the Supreme Judicial Court of Maine for a final decision on the matter.
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Issue:
Does a seller's acceptance of an offer, made five days after the offer was received, form a binding contract and transfer the risk of loss to the buyer if the buyer fails to promptly retract the offer upon receiving the late acceptance?
Opinions:
Majority - Barrows, J.
Yes, the late acceptance formed a binding contract and transferred the risk of loss because the buyer waived any objection to the delay. An offer must be accepted within a reasonable time, but if it is not, the offeror has a good faith duty to promptly state their intention to retract upon receiving the late acceptance. Here, the defendant received the acceptance and did not object; instead, he remained silent for two days and took actions consistent with the existence of a contract, such as hiring a man to haul the hay. This conduct constituted a waiver of any objection to the untimeliness of the acceptance. Because the contract was for the sale of a specific, identified chattel, the sale was completed upon the concurrent assent of both parties. Consequently, the property and the risk of loss vested in the buyer at the moment the contract was formed, even though payment had not been made nor delivery taken.
Analysis:
This decision establishes an important nuance in contract law regarding the timing of acceptance. It holds that an offeror can waive their right to reject a late acceptance through silence and affirmative conduct, placing a good-faith duty on the offeror to promptly communicate a retraction. This prevents an offeror from treating an offer as both open and closed, depending on what is most advantageous after the fact. Furthermore, the case reinforces the well-established common law principle that for contracts involving specific, identified goods, title and risk of loss pass to the buyer upon contract formation, not upon delivery or payment.
