Nebraska Seed Co. v. Harsh

Supreme Court of Nebraska · Contracts

ContractsOffer and Acceptanceofferacceptanceinvitation to tradepreliminary negotiationrequest for bidsprice quotation

Facts

Defendant wrote plaintiff that he had "about 1,800 bu. or thereabouts of millet seed," described the seed, and stated, "I want $2.25 per cwt. for this seed f. o. b. Lowell." Plaintiff received the letter and immediately telegraphed, "Accept your offer," and also wrote confirming that it had booked a purchase of 1,800 bushels at that price and asking defendant to load and ship at once. Defendant refused to deliver the seed, and plaintiff sued for damages. The dispute centered on whether the correspondence created a binding contract.

Issue

Did defendant's letter stating that he had about 1,800 bushels of millet seed and wanted $2.25 per hundredweight f.o.b. Lowell constitute a definite offer that plaintiff could accept to form a binding contract? If not, did plaintiff's telegram and letter nevertheless create a complete contract?

Rule

If a proposal is merely an invitation to the recipient to make an offer, it is not an offer capable of acceptance into a contract. Language that is general in character, resembles an advertisement or circular, merely states the price at which property is held, or shows the parties are still negotiating essential terms does not amount to a binding offer; moreover, an attempted acceptance that does not match the terms of the proposal does not create a contract.

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

Evan Porter, a wheat grower near Salina, Kansas, mailed a note to Prairie Crest Milling in Wichita stating: "I have several truckloads of hard red wheat available. Want $6.40 per bushel, f.o.b. Salina." Prairie Crest immediately sent a telegram saying, "We accept your offer and will remit on delivery."

Under the majority rule, is a contract most likely formed?

Explanation. No contract is formed if the sender's communication merely states goods and price in general terms and is fairly read as inviting the recipient to make an offer. The majority treated such language like an advertisement or circular, not a binding final proposition, even when directed to a definite person. Prairie Crest's use of the words "accept your offer" does not change the character of Evan's original note. (Derived from Nebraska Seed Co. v. Harsh (n.d.).)