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Cole-McIntyre-Norfleet Co. v. Holloway

    Brief Fact Summary.

    Plaintiff bought fifty barrels of meal from Defendant. Defendant informed Plaintiff that Plaintiff could request delivery of the meal, so long as Plaintiff notified Defendant by a certain date. Later on, Plaintiff requested delivery. However, Defendant did not accept the order on the grounds that a valid contract was never formed. Plaintiff brought suit, and the circuit court and the court of appeals ruled in Plaintiff’s favor. Defendant appealed.

    Synopsis of Rule of Law.

    If the subject of an agreement become unmarketable due to a delay in nature or market conditions, a party’s unreasonable delay in notifying the other party of its acceptance results in an acceptance, which is sufficient to form a valid contractual agreement.

    Facts.

    Cole-McIntyre-Norfleet Co.’s, Defendant’s, sales man went to Holloway’s, Plaintiff’s, store and solicited a purchase from Plaintiff to buy fifty barrels a perishable good, meal. Defendant told Plaintiff that Plaintiff could request the delivery of the meal, so long as Plaintiff notified Defendant by July 31, 1917. Also, Plaintiff would be charged for any stored barrels that were not requested in time. Defendant’s salesman went to Plaintiff’s store once day every week after he placed the order, but the salesman never spoke of the order during the visits. On May 26, 1917, Plaintiff requested that his barrels be delivered to him. Nevertheless, Defendant stated that Defendant would not accept the order because a contract did not exist. From March 26, the date the order was place, and May 26, the date Plaintiff requested delivery, the market price for meal increased substantially. Plaintiff initiated this action against Defendants seeking to recover damages from the excess in price. Both the circuit court and court of appeals ruled against Defendant because Defendant unreasonably amount of time to inform Plaintiff that it the order itself did not constitute an acceptance, created a valid contract. Defendant appealed.

    Issue.

    When an agreement may become unmarketable from a delay in nature or market condition from a party’s delay to notify a party of an acceptance to an agreement, will the delay be deemed as an acceptance, validating the contract?

    Held.

    Yes, an agreement that become unmarketable from a delay in nature or market condition from a party’s delay to notify a party of an acceptance to an agreement, the delay be deemed as an acceptance, validating the contract.

    Discussion.

    If the subject of an agreement become unmarketable due to a delay in nature or market conditions, a party’s unreasonable delay in notifying the other party of its acceptance results in an acceptance, which is sufficient to form a valid contractual agreement. The court notes that this rule certainly applies when the wholesale merchant solicits orders for his or her goods from customers, but refrains form notifying the customers of a reasonable time to accept the goods.  Further, when a wholesale unreasonably refrains from mentioning when acceptance is valid, a customers may reasonably believe that his or her acceptance was created by silence. Here, Defendant had its salesman obtain an order from Plaintiff for meal. Defendant had substantial time to notify Plaintiff when Plaintiff would return to the store to accept or reject. Instead, Defendant’s silence must be deemed as an unreasonable delay in communication to Plaintiff. Therefore, Defendant’s silence must be deemed as acceptance, which sufficiently forms a valid contract between the parties. The lower courts’ holdings are affirmed.


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