White v. Corlies & Tift

New York Court of Appeals · Contracts

ContractsAcceptanceOffer and Acceptancecontractsacceptanceoffermanifestation of assentobjective assent

Facts

Before the defendants' written communication of September 30 was received, there was no agreement between the parties. The defendants' note was only a proposition, which required acceptance by the plaintiff before either party would be bound. The plaintiff claimed acceptance by purchasing materials necessary for the work and beginning work on those materials. The materials and work, however, were of a kind equally suitable for other similar jobs.

Issue

Whether the plaintiff accepted the defendants' offer so as to create a binding contract by internally deciding to accept, purchasing materials, and beginning work on them, without indicating acceptance to the defendants.

Rule

When an offer is made by one party to another while they are apart, the offeree's acceptance must be manifested by some appropriate act. The acceptance need not come to the offeror's actual knowledge before the offeror is bound, but the manifestation must be put in a proper way so that, in the usual course of events and within a reasonable time, it may be communicated to the offeror. A mere mental determination to accept, or conduct that in itself does not indicate acceptance and is equally referable to other situations, is not an acceptance.

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

In Cleveland, Orion Loft Properties mailed Dana Mercer, a cabinetmaker, a written offer to build custom reception desks for a new office suite. The same afternoon Dana signed a letter clearly accepting the offer, addressed it correctly, stamped it, and placed it in a U.S. mailbox, but Orion called the next morning to revoke before receiving the letter.

Was a contract formed before Orion's revocation?

Explanation. The majority rule is that when parties are apart, acceptance must be manifested by an appropriate act, and the offeror can be bound even before actual knowledge if the manifestation is put in a proper way to reach the offeror in the usual course of events. Mailing a properly addressed acceptance letter does that. (Derived from White v. Corlies & Tift (n.d.).)