Poel v. . Brunswick-Balke-Collender Co.

110 N.E. 619 · New York Court of Appeals · 1915

Facts

Plaintiffs Poel & Arnold (P&A) sued defendant Brunswick-Balke-Collender Co. (BBC) for breach of an executory contract to sell rubber. On April 2, 1910, P&A confirmed a telephonic offer from BBC for 12 tons of rubber. On April 4, P&A sent a "contract" for the rubber to BBC, stating it was "as sold you today." On April 6, BBC sent an "order" for the rubber, which included printed "CONDITIONS ON WHICH ABOVE ORDER IS GIVEN," one of which required prompt acknowledgment of the order. P&A did not acknowledge receipt of this order. On January 7, 1911, BBC sent a letter disavowing the authority of its representative, O. B. Rogers, and stating it would not recognize the transactions.

Procedural history

The plaintiffs sued in the trial court, which found that a contract was made. The Appellate Division unanimously affirmed this finding. The defendant then appealed to this court (the Court of Appeals), arguing that the writings did not constitute a contract.

Issue

Did the series of letters exchanged between Poel & Arnold and Brunswick-Balke-Collender Co. constitute a valid and enforceable contract for the sale of rubber? Specifically, did Brunswick-Balke-Collender Co.'s April 6th letter, with its conditions, constitute an acceptance or a counter-offer, and was it properly accepted by Poel & Arnold?

Holding

The court held that no contract was formed between the parties. The judgment of the lower court was reversed, and a new trial was granted.

Rule

For a contract to be formed, there must be an offer and an unequivocal acceptance. A proposal to accept an offer if modified, or an acceptance subject to other terms and conditions, is equivalent to an absolute rejection of the original offer and constitutes a counter-offer. When an offer specifies conditions for its acceptance, those conditions must be met for a contract to arise, and the court cannot deem them immaterial if the offeror considered them material. When a written instrument contains both printed and written clauses, and there is a conflict, the written clauses generally prevail; however, if printed clauses are clear, prominently displayed, and not in conflict with written terms, they must be given effect as part of the contract.

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