ProfessorMelissa A. Hale
CaseCast™ – "What you need to know"
Brief Fact Summary. The Defendant, Gimble Brothers, Inc. (Defendant), was a New York merchant in the business of selling building supplies. The Plaintiff, James Baird Co. (Plaintiff), was a contractor, preparing a bid for the construction of a public building in Pennsylvania. Defendant received the specifications for linoleum needed for the building and sent a bid to Plaintiff, which erroneously quoted roughly half of the linoleum which was needed to complete the job. After Plaintiff won the contract, it sued Defendant for breach after it refused to perform, declining to recognize the existence of a contract.
Synopsis of Rule of Law. An offer cannot always be accepted through partial performance. The intention of the parties needs to be taken into consideration.
Issue. The issue presented in this case is whether partial performance constitutes an acceptance, when that performance is not timely communicated to the offeror.
While Plaintiff’s contention that the contractors acted upon Defendant’s quote and thereby accepted the offer by performance is appealing, this performance was not communicated to Defendant. Additionally, Defendant’s telegram constituted an effective revocation of their offer, as no acceptance had been communicated prior to its receipt.
Discussion. When studying the doctrine of partial performance, the intention of the parties and equity should also be considered. It would not have been just to hold the Defendant to a quote that was based on misinformation. Additionally, partial performance does not necessarily constitute an acceptance if the offeror has no way of knowing that the performance has taken place.