Fairmount Glass Works v. Crunden-Martin Wooden Ware Co.

106 Ky. 659 · 1899

Facts

On April 20, 1895, Crunden-Martin Wooden Ware Co. (appellee) wrote to Fairmount Glass Works (appellant) requesting the lowest price for ten car loads of Mason green jars, including terms and cash discount. Fairmount replied on April 23, "quoting" prices for various jar sizes "for immediate acceptance" and shipment by May 15, with specific payment terms. Crunden-Martin then sent a telegram on April 24, stating they received the letter and would "Enter order ten car loads as per your quotation," adding that specifications would be mailed. Fairmount immediately responded by telegram, stating it was "Impossible to book your order. Output all sold." Crunden-Martin contended a contract was formed, while Fairmount argued its initial communication was merely a price quotation and not an offer.

Procedural history

The case was initially heard in a lower court, which rendered a judgment in favor of the appellee, Crunden-Martin Wooden Ware Co. The appellant, Fairmount Glass Works, then appealed this judgment. The present court affirmed the lower court's decision.

Issue

The central legal question is whether Fairmount Glass Works' letter, which "quoted" prices for jars "for immediate acceptance," constituted a definite offer to sell, and if Crunden-Martin Wooden Ware Co.'s subsequent telegram, accepting the terms, formed a binding contract.

Holding

The court held that a binding contract was formed between the parties. It affirmed the lower court's judgment in favor of Crunden-Martin Wooden Ware Co., concluding that Fairmount Glass Works' communication was an offer that was validly accepted.

Rule

While a mere price quotation is generally not an offer, the court determines the true meaning of correspondence by reading it as a whole to ascertain the parties' intent. When a party requests the lowest price for a specific order, and the response "quotes" prices "for immediate acceptance," it constitutes a definite offer to sell at those prices if accepted immediately. Such an offer cannot be withdrawn after acceptance. The acceptance is valid even if it includes minor clarifications or trade terms, provided they do not materially alter the offer and the offeror's refusal was based on other grounds.

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