Plaintiff sued Defendant for the cost of pressing hay, which was destroyed by fire. Defendant sued for the purchase price.
If, after the agreement, and before the sale is completed, the property is destroyed, the loss must be borne by the seller.
Moor (Defendant) entered into negotiations with Phillips (Plaintiff) to purchase hay. Defendant stated that his men would press the hay while he decided whether to purchase it, and he would charge Plaintiff for the pressing. Plaintiff accepted this offer. Defendant subsequently made a written offer to Plaintiff to purchase the hay, which Plaintiff accepted. After Plaintiff received the acceptance the hay was destroyed by fire. Defendant refused to pay the purchase price and charged Plaintiff for the pressing. Plaintiff sued for the cost of the pressing, and Defendant sued for the purchase price.
Whether the risk of loss may fall to a buyer who agrees to a sale but does not take possession of the goods prior to its destruction.
Yes. Plaintiff owes Defendant the purchase price of the hay. If, after the agreement, and before the sale is completed, the property is destroyed, the loss must be borne by the seller.
To be binding upon the offeror, an offer must be accepted by the offeree within a reasonable time. If the offeree makes known his acceptance within any reasonable time, good faith requires the offeror, if he intends to retract on account of the delay, to make known that intention promptly. Accordingly the question to be decided is whether the property belonged to the plaintiff or defendant at the time of its destruction. If the property is destroyed after the agreement is made but before the sale is completed the loss must be borne by the seller. Here the sale was completed, and, thus, the loss had to be borne by the buyer. In a sale of goods property passes to the buyer and the sale is complete upon delivery. Appropriation of the goods is equivalent to delivery by the seller, and the assent of the buyer to take the goods and to pay the price is equivalent to his accepting possession. The parties had agreed on the price. All that remained was for Plaintiff’s man to haul away the hay. Thus the sale had been completed.