Kershaw
owned a salt mine and wrote a letter to a salt buyer named Moulton, offering him salt at 85¢/bbl.Moulton wrote back and ordered
2000 bbl.Kershaw withdrew
the offer and Moulton sued.
Technically,
the initial letter never used the words "will sell you salt,"
it simply said that Kershaw was, "authorized to offer salt."
The Trial
Court found for Moulton.Kershaw appealed.
Kershaw
had argued that the initial letter was simply an offer and not a contract.
The Appellate
Court reversed.
The Appellate
Court found that it was very clear that no contract was ever perfected by
the letters.
The
letters did not specify a quantity of salt to be delivered.The lack of a quantity was
construed to mean that it wasn't an offer.
The
Court said that parties could be bound by offers to sell an amount fixed
by the buyer, as opposed to the seller.
However,
the letter Kershaw sent was not
such an offer.
Kershaw's
letter could have said something like, "we'll sell you all the
salt you want," in which case it would be binding.
Without
a specified quantity, the seller could be placed in a position where he'd
be required to sell far more than he is able to provide.Therefore, unlimited quantity
offers are generally not considered offers.
The
Court felt that the letter was clearly an advertisement, not a contract.
In
this case, what was the offer?And what was the acceptance?
If
Kershaw's letter really was an offer, and Moulton's letter really was an
acceptance, then there would definitely be a contract.Kershaw won by convincing the
Court that their letter was simply a request to receive an offer.The true offer in
this case was Moulton's letter, and Kershaw never accepted the offer.
