Story Case

Colonel Watergin, a native of North Carolina, offered his slave "Jonah" to Mr. George Therfad for $400, before the Civil war. On the next day, the Colonel was killed in a duel. Mr. Therfad, not knowing of his death, sent a letter to him accepting the offer, but the heir and executor of Colonel Watergin refused to relinquish "Jonah." Mr. Therfad sued him for breach of the contract to sell him the slave.

To this suit, the heir and executor advanced the defense that the offer made by the Colonel expired with his death. Is this a good defense?

Ruling Court Case. Townsend Vs. Wallace, Volume 43 Ohio State Reports, Page 537; Volume 54 American Reports, Page 829

A certain railroad company, represented by Town-send in this action, had proposed to build a road over a designated route to the Ohio River, opposite the City of Wheeling, provided that persons along the route would subscribe to the capital stock of the railroad company. Wallace, knowing of this, and being desirous of promoting the scheme, caused a public meeting to be held, and appointed a committee to solicit subscriptions to the capital stock of the company. Wallace himself signed the list, which was an offer on his part to take a certain number of shares of stock in the company. Before this list was delivered to the company, Wallace died; and, after the work was completed, this action was begun against the defendant Wallace, as the personal representative of Wallace deceased. The action was for damages for the failure to take stock in the Company.

The defense of Wallace, the defendant, consisted in the plea that no contract was made between Wallace, deceased, and the company, because he died before the company knew of his offer, and at his death, the offer terminated and could not thereafter be accepted.

Mr. Justice Owen said in part: "Here was an unaccepted conditional subscription by Wallace to the capital stock of the company. Indeed, looking to its substance and plain intent, rather than its form, we find it to be no more than an offer to subscribe to stock upon certain named conditions. It was not a subscription to stock in the ordinary sense of that term. The company was not a party to it, and was under no obligation to accept it at any time during the life of Wallace. It was at best an unaccepted proposal. Before its acceptance, and indeed before the party to whom it was made had notice of it, the proposer died. It was a proposal, capable of revocation at any time before acceptance, and death worked a complete revocation".

Therefore, it was decided that Townsend could recover nothing in this action.

Ruling Law. Story Case Answer

It is the general rule that an offer is revoked by the death of the person who makes it. An examination into the situation reveals this theory: That each moment during the continuance of the offer, the offeror is regarded as continually making a new offer. If he dies, of course, he can make no new offer; and the offer he has made is past; thus, it follows that there is nothing to accept, when the offeror has died before acceptance. Thus, in the Story Case, the offer of the Colonel ceased when he died; therefore, Therfad had no claim against the executor for the slave or for damages.