Sec 9

When there is no time fixed as the limit within which a proposal is to bind, it is effective only for as long a period as may be supposed to have been within the contemplation of the parties, keeping in mind the usages of the particular business.3 In determining what is this reasonable time, the particular terms of the concrete case are to be considered. If a parcel of perishable goods is offered for sale, the answer must from the nature of things be prompt. It is otherwise with transactions which require long deliberation before decision. The question of reasonable time, therefore, depends (in absence of indications on the face of the agreement) in part on the usages of trade, in part on the nature of the business.4 The question, also, may be conditioned by mode of communication. When this is by parties speaking face to face, an immediate reply, as has been said, is to be expected ;1 while, when the telephone, the telegraph, and the post are resorted to, the delays incident to each of these modes of transmission are to be taken into account. Where, however, the course of business is to return an immediate answer, if an immediate answer is not returned the proposal will be regarded as declined. And it was held in Illinois, in 1880, that where an offer is made by post, it being understood between the parties that there should be an answer by return post, the making of the offer implies the stipulation that the answer should be sent by return of post.2 But "an offer which is in its nature continuous and open for some period of time, and which is also conditional upon an event which may not immediately happen, but must at all events be attended with some delay, becomes a valid contract on good consideration, if accepted in fact, and upon the fulfilment of the condition, within a reasonable time and before an actual retraction of the offer."3

Proposal is not to bind beyond reasonable time.

1 Wh. on Ev. sec 968 et seq.

2 Infra, sec 17.

3 See Wh. on Ev. sec 968 et seq.

4 Baily's case, L. R. 5 Eq. 428 ; 3 Ch. 592 ; Dunlop v. Higgins, 1 H. L. C. 381; Ramsgate Hotel v. Montefiore, L. R. 1 Ex. 109 ; Eliason v. Henshaw, 4 Wheat. 225 ; Beckwith v. Cheever, 1 Fost. (21 N. H.) 41 ; Abbott v. Shep-ard, 48 N. H. 14 ; Loring v. Boston, 7 Met. (Mass.) 409 ; Barnes v. Perrine, 9 Barb. 202 ; Chicago, etc. R. R. v.

Dane, 43 N. Y. 240 (where a delay of four months was held to avoid) ; Johnston v. Fessler, 7 Watts, 48 ; Mactier v. Frith, 6 Wend. 103 ; Potts v. Whitehead, 5 C. E. Green, 55 ; 8 C. E. Green, 512; Maclay v. Harvey, 90 111. 525 ; Judd v. Day, 50 Iowa, 247 ; Stockham v. Stockham, 32 Md. 196 ; Martin v. Black, 21 Ala. 721; and cases cited in Wald's Pollock, 9 ; Pollock, 3d ed. 24-25.

Sec 9a

When a proposal is rejected, its force is exhausted, if the rejection reaches the proposer before acceptance.4 But a mere letter of inquiry cannot be treated as a rejection.5

When proposal is rejected, its force is exhausted.

1 Johnson v. Fessler, 7 Watts, 48.

2 Maclay v. Harvey, 90 111. 525. As sustaining the text, see Boyd v. Brinckin, 55 Cal. 427. That a guarantee must he promptly accepted in order to bind, see Brandt, Suretyship, sec 158 ; infra, sec 570. That there should be a reasonable time allowed for performance, see infra, sec 882. As to the meaning of "forthwith" and similar terms, see infra, sec 886. That time may be of essence, see infra, sec 887.

3 Bernstein v. Lans, 104 Mass. 216, citing Train v. Gold, 5 Pick. 380; Goward v. Waters, 98 Mass. 596. That a proposal, if not continuous, must be accepted immediately, see infra, sec 14. In Stevenson v. McLean, L. R. 5 Q. B. D. 346, the defendant wrote to the plaintiff that he would sell certain iron warrants for 40s., net cash, open all Monday. On Monday morning the defendant received a telegram from the plaintiff: "Please wire whether you would accept forty for delivery over two months, or, if not, longest limit you would give." It was held that this was not a rejection of the defendant's offer, which was still open during the Monday, and which, when accepted, formed a contract binding the defendant.

4 Leake, 2d ed. 47; Hyde v. Wrench, 3 Beav. 334; Honeyman v. Marryatt, 21 Beav. 14 ; Wager v. Chew, 15 Penn. St. 323.

5 Stevenson v. McLean, L. R. 5 Q. B. D. 346.