Fujimoto v. Rio Grande Pickle Co.
Facts
Fujimoto and Bravo (Ps) held key positions with Rio Grande Pickle Co. (D). When both employees threatened to quit Rio Grande offered them a new contract providing for profit sharing. The contracts did not specify a method of acceptance or indicate how the plaintiffs should communicate acceptance.
Fujimoto and Bravo signed the contracts and retained the copies. Both employees continued to work for 14 months believing they had accepted the new contract. Rio Grande never paid the bonus and the plaintiffs sued for breach of contract. Rio Grande argued that because the contracts had never been returned there had been no acceptance and therefore no contract had formed.
Issue
- When a method of acceptance is not specified in a contract offer, what act by the promisee is sufficient to form a binding contract?
Holding and Rule of Law
- When a method of acceptance is not specified in a contract offer, any act which is consistent with acceptance is sufficient to create the contract.
An offeror is the master of his offer; he may specify an exclusive method of acceptance or no method of acceptance. If no method is specified then any reasonable method in accordance with usage and custom of people in similar situations is sufficient to bind the parties.
Rio Grande offered a profit sharing contract to retain both of the plaintiffs. There was no method of acceptance specified and any overt act clearly manifesting acceptance is sufficient to bind these parties. Fujimoto and Bravo remained with the defendant for 14 additional months and discussed the bonus with a corporate officer. The evidence supports the jury’s finding that Rio Grande knew that the plaintiffs agreed to the terms of the contract. Acceptance was effectively communicated by the plaintiffs’ actions.
Disposition
Judgment for the plaintiffs.