Mactier's Administrators v. Frith
6 Wend. 103 · Court for the Trial of Impeachments and Correction of Errors · 1830
Facts
Frith and Mactier were partners in a brandy speculation, with Frith in Jacmel, St. Domingo, and Mactier in New-York. On December 24, 1822, Frith proposed to Mactier that he take the entire brandy adventure solely on his own account. Mactier responded on January 17, 1823, stating he would delay a decision until he heard from Frith, but promised to "at once decide to take the adventure to my own account" if a war between France and Spain occurred. The brandy arrived in New-York on March 15, 1823, and Mactier was informed that war was inevitable. On March 25, Mactier wrote to Frith, accepting the offer and crediting Frith's account for the invoice amount. Mactier died on April 10, 1823, before Frith received this acceptance or his own letter of March 28 confirming the offer.
Procedural history
The case originated with a bill filed by Frith against Mactier's administrators to obtain proceeds from the brandy. The chancellor, in the court below, ruled that a valid contract required both parties to know that their minds had met. This court is reviewing the chancellor's decree, which it ultimately reverses.
Issue
Was a contract for the sale of the brandy formed between Frith and Mactier before Mactier's death? Specifically, does a contract require both parties to know of the concurrence of their wills for it to be complete and binding?
Holding
Yes, a valid contract for the sale of the brandy was consummated between Frith and Mactier before Mactier's death. Mactier's acceptance, made after the condition of war was fulfilled and while Frith's offer was still open, bound both parties. The court reversed the chancellor's decree.
Rule
A contract of sale is formed when there is a concurrence of the wills of the parties, made manifest by overt acts. An acceptance of a written offer consummates the bargain, provided the offer is standing at the time of acceptance; the offeror's knowledge of the offeree's determination to accept is not an essential ingredient of acceptance. An offer remains open until expressly revoked or until circumstances authorize a presumption of revocation. A conditional acceptance of an unconditional offer, followed by acts of the acceptor after the condition is fulfilled, can complete the bargain.
Read the full opinion on CourtListener
Case brief last reviewed . Prepared by CaseReader from the published opinion.