Minneapolis & St. Louis Railway Co. v. Columbus Rolling-Mill Co

Brief Fact Summary.

Minneapolis (plaintiff) sent a letter to Columbus (defendant) requesting a quote for 2,000 to 5,000 tons of iron rails and Columbus quoted $54.00 per ton. Minneapolis ordered via telegram for 1,200 tons of iron rails but Columbus rejected the order. Minneapolis sent another order of 2,000 but Columbus did not reply. Later, Columbus denied the existence of any contract. Minneapolis sued Columbus for breach. The trial court entered judgment for Columbus, and Minneapolis appealed.

Synopsis of Rule of Law.

At the point when an offer is made, acknowledgment is not legitimate unless the terms of the acknowledgment precisely reflect the terms contained in the offer.

Facts.

On December 5, 1879, Minneapolis and St. Louis Railway Co. (Minneapolis) (plaintiff) sent a letter to Columbus Rolling-Mill Co. (Columbus) (defendant) requesting for a quote at the cost of 2,000 to 5,000 tons of iron rails. Columbus answered in a letter sent December 8th, saying it would sell near 2,000 and 5,000 tons of iron rails for $54.00 per ton. On December sixteenth, Minneapolis sent a message Columbus requesting for an order of 1,200 tons of iron rails at $54.00 per ton. On December eighteenth, Columbus answered with a wire saying that it would not satisfy this request. On December nineteenth, Minneapolis sent another wire to Columbus asking for a request of 2,000 iron rails at $54.00 per ton. Columbus did not answer. After repeated request by Minneapolis, Columbus denied the presence of any agreement between the parties on January 19, 1880. Minneapolis sued Columbus for breach of the agreement. The trial court entered judgment for Columbus, and Minneapolis appealed.

Issue.

At the point when an offer is made, must the acknowledgment be founded on the exact terms contained in the offer?

Held.

No. At the point when an offer is made, acknowledgment is not legitimate unless the terms of the acknowledgment precisely reflect the terms contained in the offer.

Discussion.

Minneapolis' acceptance of Columbus' offer did not precisely reflect the terms of the offer, and subsequently is invalid. At the point when an offer is made, acknowledgment is not legitimate unless the terms of the acknowledgment precisely reflect the terms contained in the offer. An acknowledgment in view of terms shifting from those in the offer works as a rejection of the offer and ends transactions between the parties unless the offeror renews the offer or consents to the new terms of the acknowledgment. If the offeree rejects the offer by proposing acknowledgment considering shifting terms, he can't later revive the offer by giving another acknowledgment based on the original terms. Finally, when an offer gives a time allotment to acknowledgment, the acknowledgment must be given within that time to be valid. If offer is not revoked within that time allotment, it stays open and available for acknowledgment by the offeree. On December 8, 1979, Columbus offered to sell between 2,000 and 5,000 tons of iron rails to Minneapolis for $54.00 per ton. At the point when Minneapolis wrote back on December sixteenth asking for a request for 1,200 tons of rails, it gave an acknowledgment in light of an alternate number of rails than that contained in Columbus' offer. This change in wording made Minneapolis correspondence work not as an acknowledgment of Columbus' offer, but rather as a rejection. When Minneapolis rejected Columbus' offer, this ended negotiation between the parties. Columbus never sent another offer or consented to the shifted amount term in Minneapolis' request to purchase. Since Minneapolis' changed acknowledgment constituted a dismissal of Columbus' offer, Minneapolis was not allowed to later revive the offer by attempting to acknowledge it as per its correct, unique terms. Minneapolis' acknowledgment of Columbus' offer did not precisely reflect the terms of the offer, and therefore is invalid. There is no binding contract between the parties, and the decision of the trial court is affirmed.