Hobbs v. Massasoit Whip Co.
158 Mass. 194, 33 N.E. 495 (Mass. 1893)

  • Hobbs was a trapper who occasionally sold eel skins to Massasoit. One time sent some eel skins and Massasoit kept them without saying anything or paying for them. Eventually they were destroyed.
    • Btw Massasoit made eel skin whips that were used for flogging sailors!
  • Hobbes sued Massasoit for the price of the skins.
    • Massasoit argued that they never wanted that particular shipment of eel skin and never agreed to buy them, so how could they be responsible for paying for them?
    • Hobbs argued that is Massasoit didn’t want the eel skins, they should have returned them.
  • The Trial Court found for Hobbs. Massasoit appealed.
    • Massasoit argued that it was incorrect to instruct the jury that silence could be construed as acceptance.
    • Massasoit argued that this ruling would allow strangers to send unsolicited goods to a company. This would establish an unwanted liability on the company as well as a burden to return the goods.
  • The Appellate Court affirmed.
    • The Appellate Court found that a course of previous dealing between the parties can create the expectation with the offeror that the silence of the offeree implies acceptance.
      • The standing order established by previous relations showed that Hobbs was not a stranger, and he was not sending unsolicited goods.
    • Under the circumstances, sending the eel skins and not hearing anything back from Massasoit created the reasonable expectation that they had been accepted.
      • Massasoit was in the business of buying eel skins and did so regularly. Both Hobbs and Massasoit both knew this, so it was reasonable to expect Massasoit to either speak up or accept the skins by default.
    • The Court found that contract formation is based on objective mutual assent, which is to say that any conduct that “looks like, smells like, quacks like” an acceptance is an acceptance in the eyes of the law.
      • Even if Massasoit had an intent to return the goods, and they really didn’t want them, it doesn’t matter under the objective theory of contract formation.
  • This case is still good law under UCC §2-204.
    • Note that mailing unsolicited goods is still not legal.