Fairmount Glass Works v. Crunden-Martin Woodenware Co.

Brief Fact Summary. The buyer sent a request for a list of prices to a seller of Mason Jars.  The seller responded to the request with a list of prices.  The buyer responded and wanted the goods shipped pursuant to the quotation.  The seller said they ran out of the goods.   

Synopsis of Rule of Law. Depending on the language parties use, a "price quote" can be treated as an offer.

Facts. On April 20, 1985, the Appellee, Fairmount Glass Works (the "Appellee") wrote a letter to the Appellant, Crunden-Martin Woodenware Co. (the "Appellant") requesting the best price they could offer for "ten car loads of Mason green jars, complete, with caps, packed one dozen in a case, either delivered here, or f. o. b. cars your place, as you prefer."  On April 23, 1895, the Appellant replied with a quote for three different sizes of jars and information about shipment and payment.  Additionally, the letter said the quotes were "for immediate acceptance."  On April 24, 1895, the Appellee responded "[e]nter order ten loads as per your quotation."  Additionally, a provision requiring the "jars and caps to be strictly top quality goods" was included in the Appellees' response.  On April 24, 1895, the Appellant responded via telegraph and said they could not fill the Appellees order, because they had sold all the goods. The lower court found for the Appellee and the Appellant appealed. 

Issue. Is a quotation of prices construed as an offer to sell?

Held. Sometimes, but it depends on the facts of the case.  Here, the court examined the substance of the parties' correspondence.  The court found that although the Appellant used the word "quote", the letter read as a whole, shows it was much more than a quote.  The court observed that when the Appellant responded with a list of prices in his April 23, 1895 letter, he was responding to the Appellees request.  Further, the use of the words "for immediate acceptance", can only be interpreted to mean the Appellant was willing to sell at the prices specified.  As such, the court considered this to be an offer.  The court additionally recognized that since the clause "jars and caps to be strictly top quality goods" was not in the Appellant's offer, they were not bound by it. 

Discussion. This case offers an interesting pre-Uniform Commercial Code discussion of how contracts for the sale of goods are construed.