But it has been argued that the substitution of one company for the other made no real difference; that the defendant had no reason to prefer one to the other; that it would as readily and as willingly have contracted with the to any of its terms.21 It may be urged forcibly that if the offeror uses language which is ambiguous on its face, he should be bound by whatever reasonable construction the acceptor may put upon his words. Certainly this should be true if the offeror knew or, as a reasonable person should have known, of the ambiguity; and the offeree did not know of it. But the acceptor's knowledge of the surrounding circumstances may be such that he equally should have observed the ambiguity, and therefore cannot object to the offeror attaching to the words his own meaning. The decisions have not thus far developed this field of thought and have seemed to allow either party to assert his own interpretation so long as it was reasonable.22 Interesting cases may be supposed of a failure to hear the words which an offeror spoke. The same principles should be applied, but as it will not generally be possible to show that a failure to hear or to understand correctly was unjustifiable, such a failure will on every view prevent the formation of a contract.23 It is undoubtedly often said broadly that if the parties do not understand the same thing there is no contract.24 But in view of what has been said, it is clear that so broad a statement cannot be justified. It is even conceivable that a contract shall be formed which is in accordance with the intention of neither party. If a written contract is entered into, the meaning and effect of the contract depends on the construction given the written language by the court, and the court will give that language its natural and appropriate meaning; and, if it is unambiguous, will not even admit evidence of what the parties may have thought the meaning to be.25
Maine company as with that of South Dakota. Perhaps it would have been so, though perhaps it might have made a difference if the agreement had turned out unfortunately for the other side and the defendant had sought to enforce it. But the real point is that the defendant, though willing and ready to contract with the one company, its lessee, yet made no agreement with either; and we cannot enforce against the defendant an agreement which it
In Fifer v. Clearfield Coal Co., 103 Md. 1, 62 Atl. 1122, a- man who carried on business under the name of the Cambria Coal Company made an agreement in that name with the defendant, who thought that he was dealing with a corporation having a capital stock, when in reality there was no such corporation, and who repudiated the agreement upon learning this fact. The agreement was held void on account of the defendant's mistake as to the identity of the person with whom the agreement was made. See also Jones v. Chicago Ac. R. Co., 102 Neb. 853,170 N. W. 170, and criticism in 32 Harv. L. Rev. 736.
21In Falck v. Williams , A. C. 176, a cipher telegram without punctuation was Bent in acceptance of previous offers. The meaning of the telegram depended upon whether one word in it was to be construed with the preceding words or with the subsequent ones. As the court held there was no reason pointing one way or the other, and as the parties differed in their interpretation, it was held that there was no contract. In Peerless Glass Co. v. Pacific Crockery Co., 121 Cat. 641, 54 Pac. 101, a railroad agent replied to an inquiry "freight allowance to Converse 74 cts." the speaker understood he was giving the freight rate, the inquirer that it was a discount. The court held it could not say that these words justified one interpretation more than the other, and therefore held there was no contract. In Cage v. Black, 97 Ark. 613, 134 8. W. 942, an offer of 200 sacks of rice named the price of $5.75 f. o. b. The offer was accepted in terms, but subsequent correspondence showed that the sella1 meant $6.75 a bbl. which was the ordinary unit in selling rice, but it had not long been so, and the buyer was not familiar with this usage, and supposed a sack was meant, which contained more than a barrel. There was held to be no contract; but later, the buyer discovering the mistake, and nevertheless thereafter taking the rice, was held bound to pay $5.75 a barrel. See also Snoderly v. Bower, 30 Ids. 484, 166 Pae. 265; Strong v. Lane, 66 Minn. 94, 68 N. W. 765.
22In Falck v. Williams [1900), A. G. 176 (stated in the preceding note), the court said:-"The fault lay with the appellant's agent. If he had spent a few more shillings on his message, if he bad even arranged the words he used more carefully, . . . there would have been do difficulty." Nevertheless, the court held not only that the appellant as plaintiff being unable to make out that the construction which he put upon the message was the true one, must fail; adding, "If the respondent had been maintaining his construction as plaintiff he would equally have failed." It would seem that if the appellant was at fault the respondent should have been able to enforce rights based on his reasonable though mistaken construction of the ambiguous telegram. InScriven v.Hindley, 3 E. B. 564, an auctioneer knocked down certain goods. The bidder supposed be was buying hemp, while the auctioneer intended to sell tow. Sam-plea of the hemp and tow were on view in an adjoining room, and numbers of the lots were marked opposite the respective samples. The court held that there was no bargain. In commenting on the decision, the editor of the Law Quarterly Review said (Vol. 30, p. 20): "The source of the mistake was the quite unusual association of hemp and tow under the same shipping mark, the bales and samples being distinguished only by numbers; whence the buyer naturally supposed that all the samples marked like those he actually inspected were samples of hemp. He knew there was tow for sale, but did not ask to see samples of it, as he did not want to buy tow. When the facts were ascertained, the only real dispute was whether the buyer ought not to have made a more careful examination. As to this, A. T. Lawrence, J., held that there could be no duty laid on him of examining goods he did not wish to buy. Thus, if there could be any talk of negligence, it would seem to be rather on the seller's side." Cf. Sheldon v. Capron, 3 R. I. 171.
23Rupley v, Daggett, 74 111. 351 The offeror offered to sell a mare for $165. The offeree understood him to say $65 and replied "Did I understand you $65?" The offeror in turn misunderstanding and supposing his offer was accurately repeated said "yes." It was held that an acceptance created no contract.
24 Clyde Steamship Co. v. West India Steamship Co., 169 Fed. 275, 94 C. C. A. 551; Meux v. Hogue, 91 Cal 442, 27 Pac. 744; Harvey v. Duffey, 99 Cal. 401, 33 Pac. 897. See infra, Sec.Sec. 1535-1637.