Story Case

The Good Strawberry Company made the following offer to Friend Brothers, commission merchants:

"February 1, 1915. We will sell you a carload of ripe Florida strawberries for the current market price, to be delivered in crates at our expense.

(Signed) Good Strawberry Co".

This letter reached Friend Bros,on the evening of February 1, and they sent their acceptance on February 4. The strawberry company had sold the berries on February 2.

Friend Bros,sued the strawberry company for breach of their contract to sell and deliver the carload of berries as per the agreement. The strawberry company defends on the ground that, since strawberries are perishable, the offer terminated on the 2nd. They claim that an offer will terminate in a reasonable time when no definite termination is specified and that a reasonable time for the termination of an offer of sale of ripe strawberries is immediately.

Which party will win the suit?

Ruling Court Case. Cohn Vs. Kemper, Volume 47 Arkansaw Reports, Page 519; Volume 58 American Reports, Page 115

Mr. Kemper, on January 30, 1885, wrote the following letter to Mr. Cohn:

"Hot Springs. M. M. Cohn, Little Rock, Ark.:

Dear Sir: Yours of the 28th received and contents noted. In reply, will say, in regard to the lot by me owned, I will sell to you for $10,000; $5,000 in cash, and for $5,000 give your note with ten per cent interest. If this is satisfactory, send the deed and I will return it properly acknowledged.

J. Kemper".

On February 7, 1885, Cohn replied, accepting the offer. In the meantime, Kemper altered his plans and refused to sell the lot, although he had not withdrawn his offer. Thereupon, Cohn brought this suit for damages.

Kemper contended that his offer was not accepted within a reasonable time, and therefore, the acceptance was too late, and no contract resulted.

Decision

A contract by letter is complete the moment the letter of acceptance is mailed, provided it is done with reasonable promptness and before the offer is withdrawn. What constitutes a reasonable time is a question of fact, depending upon the circumstances of each case. If the offer was to sell articles which fluctuated in value from day to day, as stock, or if the offer- was to sell perishable goods, like fresh fruit, three days might be an unreasonable length of time to delay an acceptance; but a longer time may be permitted, not unreasonably, for the acceptance of an offer to sell land, where no special circumstances exist. In this case, the court was of the opinion that the acceptance was within a reasonable time. Such being the case, a contract resulted, and Cohn is entitled to damages for the refusal of Kemper to perform it.

Judgment, therefore, was given for Cohn in this action.

Ruling Law. Story Case Answer

It has been stated in a foregoing section that an offer terminates unless it is accepted within a reasonable time after it is made. The converse of that proposition is equally true; that an acceptance must be made within a reasonable time in order to create a binding contract between the parties. As was said there, what constitutes a reasonable time will depend upon the facts and circumstances of each case; no definite rule can be formulated. In the Court Case of Cohn vs. Kemper, the Court held that an acceptance made over a month after the offer was communicated was made within a reasonable time. But the subject of the contract was land, the value of which does not change rapidly. If the offer had been to sell stock which fluctuated in value from day to day, the Court undoubtedly would have held that a month was an unreasonable delay made by the offeree before accepting. In the Story Case, the Court will decide that the acceptance was too late; the subject matter was fresh fruit which would have perished before the acceptance was made. Therefore, judgment should be given for the Good Strawberry Company.