Two parties had a past business relationship whereby Party 1 sent eel skins to Party 2 and Party 2 paid for the skins if they met certain standards. On one such occasion, Party 1 sent certain eel skins, which Party 2 received. However, Party 2 neither said anything nor paid Party 1, and the eel skins were destroyed.
"[C]onduct which imports acceptance or assent is acceptance or assent, in the view of the law, whatever may have been the actual state of mind of the party."
The Plaintiff, Hobbs (the "Plaintiff"), sent certain eel skins to the Defendant, Massasoit Whip Co. (the "Defendant"). The Defendant kept the skins for several months, did not say anything to the Plaintiff, and the skins were eventually destroyed. The Plaintiff and the Defendant had a previous business relationship. The Plaintiff had sent the Defendant eel skins in the same matter at least four or five times. Each of those times the Defendant paid for them. The only prerequisite was that the skins were over 22 inches in length and fit for business. The jury concluded the skins were fit and awarded the Plaintiff damages
Based on the parties' prior course of dealings, was their a contract?
Yes. Based on the parties' prior relationship, the Plaintiffs sending of the skins was reasonable especially since they conformed to the Defendant's previous requirements. In addition, even if a contract was not formed when the Plaintiff sent the skins, but when the Defendant received them, the Defendant had a duty to act. The Defendant's silence coupled with their retention of the skins for an unreasonable amount of time may amount to an acceptance. The court observed "[t]he proposition stands on the general principle that conduct which imports acceptance or assent is acceptance or assent, in the view of the law, whatever may have been the actual state of mind of the party."
This case demonstrates that acceptance can be based upon the past dealings between the parties.