Wheat v. Cross

Bar Ton, C. J., delivered the opinion of the Court. This suit was brought by the appellee to recover the price of a horse sold to the appellants. The plaintiff resided in Frostburg, and the defendants were engaged in the business of buying and selling horses ¹⁰² in Baltimore. The contract of sale was made by correspondence between the parties through the mails.

The facts of the case, so far as it is material to state them, were as follows: On the 23d of August, 1867, the defendants received the horse into their possession, to be sold on commission, at that time apparently sound and in good condition. On the 12th of September, 1867, they addressed a letter to the plaintiff, stating that the horse had been sick, but is doing well at this time, and offering $140 for him clear of all expenses, and saying, “ you can draw on us at sight for $140.” This letter was received on the 15th or 16th of September ; on the 16th the plaintiff signified his acceptance of the offer by drawing on the defendants for $140. The draft was sent on that day, and on the 17th the defendants refusing to pay the di’aft, it was protested. On the 16th of September, the defendants addressed a letter to the plaintiff withdrawing their offer of the 12th, stating that “ when they wrote they did not think the horse was so bad, but since it has turned out to be ‘farcy,’ they would not buy at any price,” and directing him “ not draw on them for the money, that they will not pay the draft until they see how the horse gets.” This letter was not received by the plaintiff till after he had accepted the offer contained in the letter of the 12th, by sending the draft.

In the argument of the case two positions have been taken by the defence— 1st. That there was not such mutual assent between the parties as to constitute a binding contract. 2d. That the offer by the defendants was made through mistake of a material fact as to the condition of the horse, and the nature of the disease under which it was suffering ; and was withdrawn as soon as the' mistake was discovered, and the acceptance thereof was not binding upon them. ¹⁰³ 1st. On the first question, we consider the law well settled that where parties are at a distance from each other, and treat by correspondence through the post, an offer made by one is a continuing offer until it is received, and its acceptance then completes the aggregaMo mentium necessary to make a binding bargain.

The bargain .is complete as soon as the letter is sent containing notice of acceptance. This rule applies where the offer and acceptance are unconditional. The offer may be withdrawn, and the withdrawal thereof is effectual so soon' as the notice thereof reaches the other party; but if before that time the offer is ae^ cepted,the party making the offer is bound, and the withdrawal thereafter is too late. In this case it appears the defendants’ letter of withdrawal was sent on the same day on which the notice of the plaintiff’s acceptance of their previous offer was transmitted, and it has been argued that the onus is on the plaintiff to show that the sending of the acceptance preceded the sending of the letter of withdrawal.

This position is not correct; it is quite immaterial to inquire whether the defendants’ letter of the 16th, or the draft of the same date, was first sent. Until the notice of the withdrawal of the offer actually reached the plaintiff, the offer was continuing, and the acceptance thereof completed the contract. This point was expressly decided in Tayloe, vs. Merchants’ Fire Ins. Co., 9 Howard, 390 .

That was a case arising .upon an insurance contract, but the reasoning of the Court on this question, and the piinciples decided, are applicable alike to all contracts made by correspondence between parties at a distance from each other. There the terms upon which the company was willing to insure were made known by