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.
The nature, effect, and meaning of the offer depend upon the meaning which an ordinarily reasonable man would attach to the words and to the outward acts of the parties, assuming that he did not know that the real intention was contrary, which is thus expressed.1 The intention is thus a standardized intention; and while the courts say that it is the intention of the ordinarily reasonable man, it usually is the intention which the court itself would attach to such words and acts. On the one hand, the court will not consider the actual intention of the offeror if such intention differs from the standardized intention of the ordinarily reasonable man as inferred from the words and acts of the offeror.2 If a railway publishes freight rates under statutory authority, it is bound by the rates as published, although such railway did not intend that such rates should apply to transportation which did not go beyond the limits of the city in which such transportation was begun; and the published rates and not the secret intention will control.3 The liability of the promisor under a contract does not depend upon the meaning which the offeree actually attached to the offer, but upon the meaning which the offeree as a reasonable man had a right to attach to the offer.4 If A, who owns certain property, is asked by B to fix a price for it, and A replies that he could not give a close price because he had not seen the property for a while, but that it ought to be worth a certain price, such letter is not an offer, and the fact that the offeree believed that such letter was an offer and that his acceptance completed a valid contract with A, is immaterial.5 A mental reservation on the part of either of the offeror or of the offeree, which is not known to the adversary party, can not affect the rights of the parties as determined by their words and their outward acts.6 If A makes an offer of a reward for the return of certain books, his undisclosed intention not to pay such reward unless the books are returned on that day, is not a part of the offer.7 If A agrees to buy wheat from B, A's uncommunicated intention not to receive such wheat but to pay the difference between the contract price and the market price, if the transaction proved a losing one, is not a part of the contract, and accordingly it does not render it a gambling transaction.8 If A offers to sell certain property, and B accepts, intending that the transaction shall really be a loan by him upon the security of the land, A's offer and B's acceptance make a contract, and B's uncommunicated intention does not. form any part thereof.9 If A, by his conduct, induces B reasonably to believe that he means to propose marriage to her, and she accepts, A can not avoid liability, because of the fact that he did not intend such conduct as a proposal.10
"Hunter v. Byron, 92 Wash. 469, 159 Ac. 703.
18 Grand Isle v. Kinney, 70 Vt. 381, 41 Atl. 130.
11ndiana. Sullivan v. Phillips, 178 Ind. 164, 98 N. E. 868.
Iowa. Patton v. Arney, 95 la. 664, 64 N. W. 635.
Kentucky. Crescent Coal Co. v. Louisville & N. R. Co., 143 Ky. 73, 33 L. R. A. (N.S.) 442, 135 S. W. 768.
Massachusetts. Farnum v. Whitman, 187 Mass. 381, 73 N. E. 473.
Michigan. Mishwaka Woolen Mfg. Co. v. Stanton, 188 Mich. 237, L. R. A. 1917B, 651, 154 X. W. 48.
Missouri. Embry v. Hargadine, Mc-Kittrick Dry Goods Co., 127 Mo. App. 383, 105 S. W. 777.
New Hampshire. Woburn Nat. Bank v. Woods, 77 N. H. 172, 89 Atl. 491.
Oregon. Stamm v. Wood, 86 Or. 174, 168 Ac. 69.
Pennsylvania. Burrill v. Dollar Savings Bank, 92 Pa. St. 134, 37 Am. Rep. 669.
Vermont. Gunnison v. Bancroft, 11 Vt 490; Rowell v. Lewis' Estate, 72 Vt. 163, 47 Atl. 783; Taplin v. Clark, 89 Vt. 226, 95 Atl. 491; Pocket v. Almon, 90 Vt. 10, 96 Atl. 421.
2 Cochran v. Zachery, 137 la. 585, 16 L. R. A. (N.S.) 235, 115 N. W. 486; Crescent Coal Co. v. Louisville & N. R. Co., 143 Ky. 73, 33 L. R. A. (N.S.) 442, 135 S. W. 768; Taplin v. Clark, 89 Vt. 226, 95 Atl. 491.
3 Crescent Coal Co. v. Louisville & N. R. Co., 143 Ky. 73, 33 L. R. A. (N.S.) 442, 135 S. W. 768.
4 Patton v. Arney, 95 La. 664, 64 N. W. 635; Gunnison v. Bancroft, 11 Vt. 490; Rowell v. Lewis' Estate, 72 Vt. 163, 47 Atl. 783; Taplin v. Clark, 89 Vt. 226, 95 Atl. 491; Pocket v. Almon, 90 Vt. 10, 96 Atl. 421.
5 Patton v. Arney, 95 1a. 664, 64 N. W. 635.
6 Sullivan v. Phillips, 178 Ind. 164, 98 N. E. 868; Farnum v. Whitman. 187
Mass. 381, 73 N. E. 473; Woburn Nat. Bank v. Woods, 77 N. H. 172, 89 Atl. 491.
8 Farnum v. Whitman, 187 Mass. 381, 73 X. E. 473.
9 Woburn Nat. Bank v. Woods, 77 X. II. 172, 89 Atl. 491.
10Stamm v. Wood, 86 Or 174. 168 Ac. 69.
11 Williams v. Carwardine, 4 Barn. A Ad. 621; Sullivan v. Phillips, 178 Ind. 164, 98 N. E. 868.
Occasionally the courts substitute the motive for the terms of the contract, if such substitution will work to the detriment of the party who entertains such undisclosed intention.12 A offered to settle certain property upon B in consideration of her marrying him. B married A for a companion and because she thought that they both needed a home, as she testified. It was held that such secret motive prevented her marriage from operating as an acceptance, although without such motive it would so have operated,13 No reason can be suggested for making secret motive operative in contract law either for or against the party whom it actuates, at least as long as questions of the legality of the subject-matter are not involved.