Wills v. Carpenter

McSherry, J., delivered the opinion of the Court. There is but a single question involved in this case, and that question is: was there a contract entered into between the plaintiff and defendant for the renting by the latter of the farm of the former? Whilst there are three counts in the declaration, no attempt was made to sustain either the second or third, but the controversy was narrowed down to the first; and under that the plaintiff claimed to recover for the breach of a contract which will be stated presently. At the close of the plaintiff’s case the Court ruled that there was no legally sufficient evidence to establish the contract relied on, and the judgment having been entered for the defendant, the plaintiff has appealed.

It appears by the bill of exception that the appellee wrote to the appellant the following letter: ⁸³ “MissM. E. Wills: My brother, F. A. Carpenter, has some idea of renting your farm. If you and he can agree upon terms of third share as your rent, I will become the renter and enter into contract with you; he to work the farm. Very respectfully, J. Walter Carpenter. ” This letter was given by the appellee to his brother who entrusted it to one Proctor for delivery to Miss Wills.

Upon the same day Miss Wills received it and replied to it, handing her reply to Proctor, who gave it to a colored boy, who in turn subsequently, gave it to one of Frank A. Carpenter’s children. Some days after-wards Frank A. Carpenter admitted to a witness that he had received a letter from Miss Wills; but there was no proof that the letter had gone into the possession of, or had ever been seen by, J. Walter Carpenter. Notice was given to the appellee to produce Miss Wills’ letter, but he answered that he did not have it, whereupon its contents were proved by parol, subject to exception. According to the testimony of Miss Wills, and another witness who penned the letter at the dictation of the appellant, she acknowledged the receipt of J. Walter Carpenter’s letter, and said “I would agree to terms of one-third rent, Mr. Frank Carpenter to cultivate my farm, and that I would be at home to negotiate with Mr. Frank Carpenter to-morrow.” She further testified “the letter was written and directed to Mr. J. Walter Carpenter; Mr. Frank Carpenter did not come next day, but came on the twenty-eighth, late in the evening; I bargained with him in his brother’s name for a third crop rent.” These two letters constitute all the evidence there is in the record as to the existence of a contract of renting between the appellant and the appellee.

If these two letters, under the circumstances stated, form a contract, ■then one is proved — if they do not, then the ruling of the Baltimore City Court was correct. ⁸⁴ It is perfectly well settled and familiar law, that a valid contract may he entered into by letters. When a proposal is sent by mail or otherwise, received, and accepted, and the acceptance is, in a reasonable time, mailed or sent by the same agency or means employed in the transmission of the proposal, the proposal and acceptance, if definite and unconditional, constitute a binding agreement between the parties. Wheat, et al. vs. Cross, 31 Md.. 99; Stockham vs. Stockham, 32 Md., 208 ; Mactier vs. Frith, 6 Wend., 118 . . And this is so even where it appears that the parties contemplated that the agreement should afterwards be reduced to a formal shape.

Cheney, et al. vs. The Eastern Transportation Line, 59 Md., 557 . Where the terms disclosed by the letters are clear, unambiguous and explicit, they cannot be defeated or evaded by the mere superaddition of a provision looking to the subsequent preparation of. a more technical contract covering the same subject-matter. Bonnewell vs. Jenkins, L.R., 8 Ch. D., 70.

In a word, where the correspondence itself constitutes an agreement capable of being legally enforced, a proposal for a more formal contract will not be treated as superseding that agreement. Did these parties, then, make any contract at all? Was there an assent of two minds to one definite subject? This inquiry is one of law and must be answered by the letters before us.

The subject-matter of the alleged contract was the renting of a farm. The appellee’s brother had some idea of renting it, and the appellee— because possibly more responsible financially — proposed to become the renter and to enter into a contract with Miss Wills, if she and Frank A. Carpenter could agree upon the proportion of the crops to be paid as rent, Frank A. Carpenter, however, to cultivate the farm. This was manifestly only a conditional offer. The appellee said, “I will become the renter and enter into contract with you” upon one condition, and that condition ⁸⁵ is, that you and my brother can agree upon one-third of the crops as rent.

Instead of waiting to see Frank A. Carpenter, the appellant by her letter at once agreed to the rent, and then added, that she would be at home the next day to negotiate, not with the appellee who had stated his willingness to enter into a contract with her, but with Frank A. Carpenter, who was to cultivate the land, but was not to be the tenant. As Miss Wills at once agreed to the rent there was nothing for her to negotiate with Frank A. Carpenter, because, by the