Citation. 46 N.Y. 467, 1871 N.Y. 280
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Brief Fact Summary.
Plaintiff was a builder, Defendant sought work on furnishing of a suite of offices. Plaintiff had given an estimate and Defendant sent a note that “upon agreement in two weeks” Plaintiff could start work “at once.” The following day, Plaintiff commenced wood work and purchase of lumber for the furnishings.
Synopsis of Rule of Law.
An offer may not be properly accepted by commencing work unless that is the mode of acceptance specifically demanded by the offer. If the offer says “upon agreement” it may require appropriate notice to the Defendant of acceptance in order to form a contract.
The Lower Court had framed question to jury as whether it was the builder’s duty to go to the office and give notice of acceptance before commencing work. Judge informed jury that Plaintiff had the right to act on the note and begin commencing his job.
Note stated “Upon agreement to finish the fitting up of offices 57 Broadway in two weeks from date, you can begin at once.”
The next day a second note counter-remanded the offer.
Whether Plaintiffs action of commencing work and purchasing materials could constitute an acceptance of the contract.
Although Plaintiff mentally intended to accept and immediately purchased materials and began work, none of this was an indication of acceptance made and communicated to the Defendant in a reasonable time and or in an appropriate manner to form an agreement. The judge was found to be in error because he should have indicated that Plaintiff needed to appropriately indicate to the Defendants his acceptance in order for the contract to be binding.
The offer did not specify a means of acceptance. But the language and type of transaction suggested that “upon agreement” might mean that Defendants could demand an agreement. The offer did not say go to work upon receipt of the note.