Phillips v. Moor
Phillips v. Moor
FACTS: The parties did not agree to the sale of the hay when it was delivered to the buyer. Instead, they agreed that the buyer would press the hay, thereby deferring agreement as to whether the buyer would purchase the hay. The buyer in fact made a written offer to purchase the hay that the seller accepted soon after receiving. After the seller received the buyer’s written acceptance and after he had arranged for the hay to be transported by his own agent, the hay burned up in a barn fire. The buyer then refused to pay the purchase price and charged the seller for the pressing. The seller sued the buyer for the price and the buyer filed a counterclaim for the cost of the pressing. As for the contract, the buyer claimed that the seller did not accept the offer in a timely manner. The court disagreed and granted judgment to the seller.
ISSUE: Did seller accept offer within a reasonable time? (Therefore making the hay that burned the rightful property of the buyer? In whom was the property in the hay at the time of its destruction?)
RULE: An offer, to be binding upon the party making it, must be accepted within a reasonable time; but if the party to whom it is made, makes known his acceptance of it to the party making it, within any period which he could fairly have supposed to be reasonable, good faith requires the maker, if he intends to retract on account of the delay, to make known the intention promptly. If he does not, he must be regarded as waiving any objection to the acceptance as being too late.
ANALYSIS: Defendant was told he could take the hay at his own offer. It seems to have been the intention and understanding of both parties that the property should pass. Two days elapsed before the fire after the defendant had actual notice that his offer was accepted, and he permitted the guardian to consider it sold, and made a bargain with a third party to haul it.
CONCLUSION: Under the circumstances, the sale was completed and the property vested in the vendee. The agreement was completed by the concurrent assent of both parties. All the hay was sold, the quality had been ascertained by the defendant, the price was agreed on, no further acts were needed by seller.