Hobbs v. Massasoit Whip Co.

Supreme Judicial Court of Massachusetts · 1893 · Contracts

ContractsAcceptance by silenceCourse of dealingacceptancesilenceretention of goodscourse of dealingassent by conduct

Facts

The plaintiff sent eelskins to the defendant and the defendant kept them for some months until they were destroyed, without giving notice that it declined to accept them. The plaintiff had previously sent eelskins to the defendant in the same way four or five times before, and the defendant had accepted and paid for them. On the defendant's testimony, the jury could find that if the skins were over twenty-two inches long and fit for its business, the defendant would have accepted them, and that this was understood by the plaintiff. The jury found that the skins met those requirements.

Issue

Whether, in light of prior dealings and the parties' relationship, the defendant's silence and retention of the eelskins for an unreasonable time could be treated as acceptance, making the defendant liable for their price.

Rule

A sender cannot ordinarily impose a duty on a stranger to reject goods by merely sending them. But where prior dealings or the circumstances warrant the sender in believing the goods are being sent pursuant to the recipient's standing willingness to take conforming goods, the sending of conforming goods imposes on the recipient a duty to act; silence coupled with retention of the goods for an unreasonable time may warrant the sender in assuming acceptance and thus amount to acceptance. More generally, conduct importing acceptance or assent is acceptance or assent in law regardless of the party's actual state of mind.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

For the past year, Sierra Tannery in Portland, Maine, has bought trimmed deer hides from Lena Ortiz on five occasions. Each time, Lena shipped first, Sierra inspected the hides, and then paid if they matched the dimensions Sierra had previously said it needed. Lena sends another shipment that meets those dimensions, and Sierra stores it in its warehouse for seven weeks without notifying Lena that it rejects the shipment.

If Lena sues for the price, which is the strongest argument that Sierra accepted the goods?

Explanation. The majority rule is that a stranger ordinarily cannot be made a buyer merely by being sent goods. But where prior dealings and the circumstances justify the sender in believing the recipient stands willing to take conforming goods, shipment of conforming goods imposes a duty to act. Silence plus retention for an unreasonable time may then warrant the sender in assuming acceptance. The rule is about conduct importing assent, not a conclusive rule that silence always accepts or that actual secret intent alone controls. (Derived from Hobbs v. Massasoit Whip Co. (1893).)