Frequently negotiations for a contract are begun between parties by general expressions of willingness to enter into a bargain upon stated terms and yet the natural construction of the words and conduct of the parties is rather that they are inviting offers, or suggesting the terms of a possible future
Ark. 576, 151 S. W. 1003; Wheat v. Cross, 31 Md. 99, 1 Am. Rep. 28; Mao-tier's Adm. v. Frith, 6 Wend. 103, 21 Am. Dec. 262. The facts in these cases suggest at least the situation supposed in the text.
15 Kleinhans v. Jones, 68 Fed. Rep. 742, 749, 15 C. C. A. 644; Joyce v. Hamilton, 111 Ind. 163, 12 N. E. 294; Wellington v. Apthorp, 145 Mass. 69, 13 N. E. 10; McTague v. Finnegan, 54 N. J. Eq. 454, 35 Atl. 542; Murphy v. Corrigan, 161 Pa. 59, 28 Atl. 947; Mccane v. People's Light & Heat Co., 178 Pa. 424, 35 Atl. 812; Callum v. Rice, 35 S. C. 551,15 S. E. 268.
16 Pollok v. San Diego, 118 Cal. 593, 50 Pac. 769; Madden v. Boston, 177 Mass. 350, 58 N. E. 1024; Bickford v. Hyde Park, 173 Mass. 536, 54 N. E. 250; Marsh v. Scituate, 153 Mass. 34, 26 N. E. 412, 10 L. R. A. 202; Bail v. Nashua, 61 N. H. 403; Mayor Ac. of Jersey City P. Harrison, 71 N. J. L. 69, 08 Atl. 100; Potter v. Hollister, 45 N. J. Eq. 508, 18 Atl 204. See also Wheeling & B. Bridge Co. v. Wheeling Bridge Co., 138 U. S. 287, 34 L. Ed. 967; Pike County v. Spencer, 192 Fed.
11, 112C.C.A.433. So an uncommu-nicated vote of highway commissioners to accept an offer which they had received, is not an acceptance. Northwestern Construction Co. v. North Hempstead, 121 N. Y. App. Div. 187, 105 N. Y. S. 581.
17 In re East of England Banking Co., 4 Ch. App. 14; Cumberland etc. R. Co. v. Shelbyville Ac. R. Co., 117 Ky. 95, 77 S. W. 690; Benton v. Springfield Young Men's Christian Association, 170 Mass. 534, 49 N. E. 928, 64 Am. St. Rep. 320; Hasard v. Hope Land Co., 69 Atl. 602 (R. I.), 18 L. R. A. (N. 3.) 293. See also dissenting opinion in Washer v. Independent Mining Co., 142 Cal. 702, 709, 76 Pac. 654.
18 Rosborough v. Shasta R. R. Co., 22 Cal. 556, 561; Argus Co. v. Albany, 55 N. Y. 495, 503, 14 Am. Rep. 296; Western Timber Co. v. Kalama River Lumber Co., 42 Wash. 620,85 Pac. 338, 114 Am. St. Rep. 137, Cf. Acme Grain Co. v. Wenaus, 36 Dom. L. R. 347. An authorised communication of the vote will not turn it into an offer. Benton v. Springfield Young Men's Chrisbargain than making positive offers. Especially is this likely to be true where the words in question are in the form of an advertisement. Thus, if goods are advertised for sale at a certain price, it is not an offer, and no contract is formed by the statement of an intending purchaser that he will take a specified quantity of the goods at that price.19 The construction is rather favored that such an advertisement is a mere invitation to enter into a bargain rather than an offer. Even where the parties are dealing exclusively with one another by private letters, or telegrams, or oral conversation, the same question may arise; and language that at first sight may seem an offer may be found merely preliminary in its character.20 nan Association, 170 Mass. 534, 49 N. E. 928, 64 Am. St Rep. 320.
19 "It is not like cases in which you offer to negotiate, or you issue adver-tisements that you have got a stock of books to sell, or houses to let, in which case there is no offer to be bound by any contract. Such advertisements are often to negotiate-offers to receive offers-offers to chaffer, as, I think some learned Judge in one of the cases has said." Bowed, L. J., in Carlill v. Catholic Smoke Ball Co. , 1 Q. B. 256, 268; Crawley v. Res , Trans-nat,U06.
20 In Moulton v. Kershaw, 59 Wis. 316, 18 N. W. 172, 48 Am. Rep. 516, the defendants, salt dealers, wrote to the plaintiff, a dealer in salt, accustomed to buy salt in large quantities as the defendants knew, as follows: "Dear Sir,-In consequence of a rupture in the salt trade we are author rind to offer Michigan fine salt, in full carload lots of 80 to 96 barrels, delivered at your city, at 86 cents per barrel to be shipped per C. ft N. W. R. R. Co. only. At this price it is a bargain, as the price in general remains unchanged. Shall be pleased to receive your order."
The plaintiff, on the day this letter reached him, telegraphed:-
"Your latter of yesterday received and noted. You may ship me two thousand (2,000} barrels Michigan fine salt as offered in your letter. Answer."
The defendants replied on the following day, refusing to fill the order.
The court held that no contract bad been created, chiefly because the defendants' letter did not specify any limit of quantity.
In Beaupre v. Pacific ft Atlantic Telegraph Co., 21 Minn. 155, the plaintiffs wrote: "Have you any more northwestern mess pork? also extra mess? Telegraph price on receipt of this." The reply was telegraphed: "Letter received. No light mess here. Extra mess $28.75." The plaintiffs replied by telegraph "Despatch received. Will take two hundred extra mess, price named." The court held there was no contract."
In Johnston v. Rogers, 30 Ont. 150, the defendant wrote in regard to sales of flour: "We quote you Hungarian $5.40 and strong Bakers $5.00, car lots only." . . . We would suggest your using the wire to order, as prices are so rapidly advancing that they may be beyond reach before a letter would reach us." To this the plaintiff promptly replied by telegram: "We will take 2 cars Hungarian at your offer of yesterday." The court held no contract was created. In Cox v. Den-
This principle has been carried to an extreme in some cases. Where the property to be sold is accurately defined and an amount stated as the price in a communication made, not by general advertisement, but to one person individually, no reasonable construction seems possible except that the writer offers to sell the property described for the price mentioned.21 ton (Kans.), 180 Pac. 261, a letter inquiring "Do you want to buy 240 good cattle at 8.25, must be sold by Friday," describing the cattle and adding, "Phone me at Wichita, care Acacia Hotel" was held not an offer. Sea also Harvey v. Facey (1893), A. C. 552; Schon-Klingstein Co. v. Snow, 43 Colo. 538, 06 Pac. 182; Talbot v. Pettigrew, 3 Dak. 141, 13 N. W. 676; Chunn v. Evans, 16 Ga. App. 67, 82 S. E. 631; Knight v. Cooley, 34 Is. 218; Patton v. Arney, 05 ls. 664, 64 N. W. 635; Smith v. Gowdy, 8 Allen, 566; Ash-croft v. Butterworth, 136 Mass. 511; James v. Marion Fruit Jar Co., 69 Mo. App. 207; Schenectady Stove Co. v. Holbrook, 101 N. Y. 45, 4 N. E. 4; Stein-Gray Drug Co. v. Michelsen Drug Co., 116 N. Y. Supp. 789; Cherokee Tanning Extract Co. v. Western Union Tel. Co., 143 N. C. 376, 55 S. E. 277, 118 Am. St. Rep. 806; Eckert v. Schoch, 155 Pa. 530, 26 Atl. 654; Fulton v. Upper Canada Furniture Co., 9 Ont. App. 211; Kinghome v. Montreal Tel. Co. Up. Can., 18 Q. B. 60; Boston v. Toronto Fruit Co., 4 Ont. L. R. 20. In Sellers v. Warren, 116 Me. 350, 102 Atl. 40, 41, the court said of the ease before it: '"Would not consider less than half,' is not to be taken as an outright offer to sell for one-half. In Lake v. Ocean City, 62 N. J. Law, 160, 162, 41 Atl. 427, it is said that eon-aider 'means to think with care upon a matter.' To the same effect is Hal-lock v. Lebanon, 215 Pa. 1, 5, 64 Atl. 362. See Crooker v. Trevett, 28 Me. 271, 274; Wason v. Rowe, 16 Vt. 526, 628. It cannot be held that a refusal to consider less than half is an offer to accept one-half. It is tantamount to saying that a party will consider, think or reflect upon such an offer if made. The words are appropriate to the invitation rather than to the proposal of an offer. We conclude this is the construction to be placed upon the telegram of Mrs. Warren. The following cases: Aahcroft v. Butterworth, 136 Mass. 511, 513, 514; Martin v. Northwestern Fuel Co., 22 Fed. 596, 599; Stagg v. Compton, 81 Ind. 171, 175; Knight v. Cooiey, 34 Iowa, 218, 221; Patton v. Arney, 95 Iows, 664, 64 N. W. 636; Moulton v. Kershaw, 59 Wis. 316,18 N. W. 172, 48 Amer. Rep. 516, 510, are illustrative." The Swiss Code of Obligations (Art. 7) provides: "Sending tariffs, prices current, etc., does not constitute an offer to contract The act of exposing goods with the price indicated is deemed, as a rule, an offer."