Minneapolis & St. Louis Railway Co. v. Columbus Rolling-Mill Co.
Nature of the Case
This was a dispute over the sale of railroad iron rails.
Facts
Minneapolis (P) sent a letter to Columbus Rolling-Mill Co. (D) for a quote for prices of 500 to 3,000 tons of 50 lb. steel rails and for 2000 to 5000 tons of 50 lb. iron rails for delivery in March 1880. Columbus responded with a statement that they did not make steel rails but will sell the iron rails for $54 per gross ton spot cash, F.O.B. his mill with a condition of excuse by strike, destruction of serious damage to plant or for any causes beyond their control and that if such was acceptable to be notified before December 20, 1879. Minneapolis then sent a telegram on the 8th of December to Columbus for 1200 tons and a request to reply. Minneapolis sent another telegram with a confirmation and a request for a contract as well as a template of the rail and a query into splices and the prices for the splices for this lot of iron.
On December 18th, Columbus sent a telegram to Minneapolis telling them it could not book at that price. On December 19th Minneapolis sent another telegram for an order for 2000 tons as per Columbus’s letter of the sixth (this was a mistake for the word eighth). Another query was sent to confirm the order of the 19th and finally Columbus responded on January 19th stating that there was no contract. Minneapolis sued Columbus and the jury gave the verdict to Columbus. Minneapolis appealed.
Issue
- Once an offer is rejected, can it be revived by a unilateral act of acceptance?
Holding and Rule of Law
- No. Once an offer is rejected it cannot be revived by a unilateral act of acceptance.
Columbus offered to sell between 2000 and 5000 tons of rails. Minneapolis sent an acceptance for 1200 tons. That acted as a rejection of the original offer and as such Columbus responded indicating a refusal to accept that order. The negotiations were at an end. Minneapolis cannot fall back on Columbus’s original offer. The railroad’s letter of acceptance on December 19th was merely a new offer to do business which Columbus refused. There was no contract.
Disposition
Affirmed.