This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If A declares to B that A intends to act in a certain way, such declaration of intention may be so worded as to amount to a promise by A to B to act in accordance with such declaration; or it may be so worded as to amount merely to A's statement of fact as to his present intention, and B may have no right to treat such declaration as a promise. Our nomenclature, among its many defects, does not distinguish between these types of declaration of intention. A declaration of intention to act in a certain way, which does not show that the party who makes such declaration promises to act in such way, or intends to incur a legal liability obliging him to act in such way,
22 Jensen v. McConnell Bros., 31 Ida. 87, 169 Ac. 292.
23 United States. Green v. Chicago & Northwestern Ry. Co., 92 Fed. 873, 35 C. C. A. 68.
Connecticut. Bull v. Bull, 43 Conn. 455; Allen v. Ruland, 79 Conn. 405, 118 Am. St. Rep. 146. 65 Atl. 138.
Illinois. Clark v. Mallory, 185 III. 227, 56 X. E. 1099.
Iowa. Mounce v. Kurtz, 101 la. 192, 70 N. W. 119.
Kansas. Milich v. Armour Packing Co., 60 Kan. 229, 56 Ac. 1.
Massachusetts. Squires v. Amherst, 145 Mass. 192, 13 N. E. 609.
Minnesota. Morris v. St. Paul & Chicago Ry. Co., 21 Minn. 91.
New Jersey. Church v. Paterson Extension R. Co., 63 N. J. L. 470, 43 Atl. 696.
Ohio. Jackson v. Ely, 57 O. S. 450, 49 N. E. 792; Cassilly v. Cassilly, 57 O. S. 582, 49 X. E. 795; Seeman v. Ohio Coal Mining Co., 22 Ohio C. C. 311, 12 Ohio C. D. 206.
Rhode Island. Vaughan v. Mason, 23 R. I. 348, 50 Atl. 390.
Washington. Allen v. Tacoma Mill Co., 18 Wash. 216, 51 Ac. 372.
Wisconsin. Conant v. Kimball, 95 Wis. 550, 70 N. W. 74; Jackowski v. Illinois Steel Co., 103 Wis. 448, 79 N. W. 757.
Contra: French v. Arnett, 15 Ind. App. 674, 44 N. E. 551.
24 Societe anonyme pour la Fabrication de la Soie de Chardonnet v. Loeb, 239 Pa. St. 264, 86 Atl. 798; Dimmick v. Banning, 256 Pa. St. 295, 100 Atl. 871.
is not an offer which can be accepted so as to make a contract.1 A declaration that no contract would be given except to those having contracts already, is not contractual; and no ground for relief exists by reason of the omission of such provision from the formal written contract or by reason of the letting of contracts in violation of such clause.2 A declaration of intention to recompense one by will for services rendered;3 a letter by a devisee stating that he is willing that another devisee should keep the land;4 a statement by a father to a prospective suitor of his daughter that he would give a hundred pounds to him that should marry his daughter with his consent;5 a statement by A to B that A would "favorably consider an application" by B to renew an existing contract, "if we are satisfied with you as a customer;" 6 a statement made before marriage by the prospective husband to the effect that he expected to keep control of certain premises as a home for their joint lives and for the life of his wife if she survives him;7 a statement by a lessor of a gas well that he would rather reduce the rental than have the well pulled;8 a city ordinance, for the protection of the city, which imposes on trustees of gas works the obligation of paying money into the sinking fund;9 a vote of a council that certain lots owned by the city be sold, the purchasers being required to agree to build houses of a certain value on such lots within a certain time;10 an ordinance passed by council appropriating funds and employing an attorney, which is vetoed by the mayor;11 a resolution of a city council recommending the acceptance of an offer concerning the dissolution of an injunction;12 a resolution of a board authorizing their chairman to purchase certain land;13 a statute forbidding county dourts from licensing ferries within half a mile of an established ferry;14 are none of them offers and can not be so accepted as to become agreements.15 Negotiations had been begun between A, an employer, and B, an employe, with refer-ence to B's taking stock in a corporation which was to be formed to take over A's business, and to act as selling agent; and subsequently A wrote to B, "We want to syndicate our plants, but can not do it as long as those overdue accounts are unpaid. We can both make some money if you attend to this matter quickly. Let me hear from you." It was held that such letter, together with the previous negotiations, did not amount to an offer which B could accept so as to make a binding contract.16 A statement by a military officer that the government would probably give a reward for the return of certain Indians is not an offer.17 A mere declaration of non-liability in a railroad ticket not purporting to be a part of the contract of transportation is not treated as a term thereof.11 A provision in a railway ticket which purports to be a caution to the passenger to pay the fare to the conductor in accordance with the conductor's demands whenever there may be any difference of opinion between the passenger and conductor, and to report to the general office of the railway, is not a contractual provision; and it does not prevent the passenger from recovering the actual and also exemplary damages if he is expelled from the train wrongfully.19 Rules made by an employer which are not assented to by his employe, either by words or conduct, do not become a part of the contract of employment.20 A label or notice which is attached to certain goods by a manufacturer to the effect that acceptance of the goods will be regarded as a contract between such manufacturer and such purchaser to the effect that the purchaser will not retail the goods below a certain fixed price, and that if a retail dealer buys from a wholesale dealer, the wholesale dealer shall be regarded as the agent of the manufacturer, is not an offer to the retailer of such a sort that the retailer is bound by its terms if he purchases such goods with notice.21 A statement by a debtor who is paying a part of the amount claimed by the creditor to be due, to the effect that he owes only the amount thus paid and will not pay anything more, is not an offer of compromise.22 A statement by one to whom an offer has been made that he "can close" if a certain time concession is given, is not an offer to enter into such contract as modified by such time concession; and accordingly it can not be accepted by the other party, although such time concession is granted.23 A statement by one of several tenants in common that he is willing to sell the land if the other tenants in common will consent, is not equivalent to an offer on his part to sell his undivided interest.24 On the other hand, a promise of a marriage settlement can not be said, as a matter of law, to be gratuitous or a mere declaration of intention.25
1 England. Montreal Gas Co. v. Vasey (1900), A. C. 595; Taddy & Co. v. Sterious & Co. (1904), 1 Ch. 354, 73 L. J. Ch. N. S. 192, 52 Week. Rep. 152, 89 L. T. ST. S. 628.
United States. United States v. Milliken Imprinting Co., 202 U. S. 168, 50 L. ed. 9S0.
California. Pollock v. San Diego, 118 Cal. 593, 50 Ac. 769.
Iowa. Slaughter v. McManigal. 138 la, 643, 116 N. W. 726.
Massachusetts. Wellington v. Ap thorp, 145 Mass. 69, 13 N. E. 10; Ellis v. Block, 187 Mass. 408, 73 N. E. 475.
Mississippi. Illinois Central R. R. v. Gortikov, 90 Miss. 7S7, 122 Am. St. Rep. 324, 14 L. R. A. (N.S.) 464, 45 So. 363.
Nevada. State v. Noyes, 25 Nev. 31, 56 Ac. 946.
2 United States v. Milliken Imprinting Co., 202 U. S. 168, 50 L. ed. 980.
3 Indiana. Joyce v. Hamilton, 111 Ind. 163, 12 N. E. 294.
Missouri. Louder v. Hart. 52 Mo. App. 377.
New Jersey. McTague v. Finnegan, 54 N. J. Eq. 454. 35 Atl. 542.
Pennsylvania. Ulrich v. Arnold, 120 Pa. St. 170, 13 Atl. 831; Miller's Estate, 136 Pa. St. 239, 20 Atl. 796; Murphy v. Corrigan, 161 Pa. St. 59, 28 Atl. 947.
South Carolina. Callum v. Rice, 35 S. Car. 551, 15 S. E. 268.
4 Patterson's Appeal. 116 Pa. St 8, 11 Atl. 70.
5 Weeks v. Tybald, Noy. 11.
6 Montreal Gas Co. v. Vasey (1900), A. C. 595.
7 Adams v. Adams, 17 Or. 247, 20 Ac. 633.
8 McClane v. People's etc. Co., 178 Pa. St. 424, 35 Atl. 812.
9 Baily v. Philadelphia, 184 Pa. St. 594, 63 Am. St. Rep. 812, 39 L. R. A. 837, 39 Atl. 494.
10 Ball v. Nashua, 61 N. H. 403. (At least a purchaser can not enforce such contract specifically.)
11 It can not be considered a resolution for employment alone, and hence not subject to veto: Pollock v. San Diego, 118 Cal. 593, 50 Ac. 769.
12 State v. Noyes, 25 Nev. 31, 56 Ac. 946.
13 Madden v. Boston, 177 Mass. 350, 58 N. E. 1024. To the same effect see Sears v. Ry., 152 Mass. 151, 9 L. R. A. 117, 25 N. E. 98.
14 Wheeling etc. Co. v. Bridge Co., 138 U. S. 287, 34 L. ed. 967 [affirming. 34 W. Va. 155, 11 S. E. 1009, on other grounds].
15 See Sec. 75 et seq.
16 Ellis v. Block, 187 Mass. 408, 73 N. E. 475.
17 Legare v. United States, 24 Ct. CI. 513.
18 Kansas etc. R. R. v. Rodebaugh, 38 Kan. 45, 5 Am. St. Rep. 715, 15 Ac. 899. For the effect of such provisions when purporting to be contractual, see ch. XVIII.
A communication between principal and agent, not intended on its face as an offer to a third person to enter into legal relations with him, can not be accepted by him on learning of its existence, so as to become an agreement.26 Furthermore, in cases of this sort,
19 Illinois Central R. R. v. Gortikov, 90 Miss. 787, 122 Am. St. Rep. 324, 14 L. R. A. (N.S.) 464, 45 So. 363.
20 Matthews v. Industrial Lumber Co., 91 S. Car. 568, 45 L. R. A. (N.S.) 644, 75 S. E. 170.
21 Taddy & Co. v. Sterious & Co. (1904), 1 Ch. 354, 73 L. J. Ch. N. S. 191, 52 Week. Rep. 152, 89 L. T. N. S. 628. See also, Straus v. Victor Talking Machine Co., 243 U. S. 490, 61 L. ed. 866; Motion Picture Patents Co. v. Universal Film Mfg. Co., 243 U. S. 502, 61 L. ed. 871; Boston Store v. American Graphaphone Co., 246 U. S. 8, 62 L. ed. 551.
22 Crilly v. Ruyle, 87 Neb. 367, 127 N. W. 251. See also, Sampson v. Northwestern Nat. Life Ins. .Co., 85 Neb. 319, 123 N. W. 302.
23 Rankin v. Collins, 40 D. C. App. 211.
24 Barthel v. Engle, 261 Mo. 307, 168 S. W. 1154.
25 De Cicco v. Schweizer, 221 N. Y. 431, 117 N. E. 807.
26 Corley v. Ehlers, 99 Kan. 748, 163 Ac. 140; Potter v. Hollister, 45 N. J.
the declaration of intention has usually not been communicated by the offeror to the offeree.27