Moulton v. Kershaw
59 Wis. 316, 18 N.W. 172 (Wis. 1884)
- Kershaw owned a salt mine and wrote a letter to a salt buyer named Moulton, offering him salt at 85¢/bbl. Moulton wrote back and ordered 2000 bbl. Kershaw withdrew the offer and Moulton sued.
- Technically, the initial letter never used the words “will sell you salt,” it simply said that Kershaw was, “authorized to offer salt.”
- The Trial Court found for Moulton. Kershaw appealed.
- Kershaw had argued that the initial letter was simply an offer and not a contract.
- The Appellate Court reversed.
- The Appellate Court found that it was very clear that no contract was ever perfected by the letters.
- The letters did not specify a quantity of salt to be delivered. The lack of a quantity was construed to mean that it wasn’t an offer.
- The Court said that parties could be bound by offers to sell an amount fixed by the buyer, as opposed to the seller.
- However, the letter Kershaw sent was not such an offer.
- Kershaw’s letter could have said something like, “we’ll sell you all the salt you want,” in which case it would be binding.
- Without a specified quantity, the seller could be placed in a position where he’d be required to sell far more than he is able to provide. Therefore, unlimited quantity offers are generally not considered offers.
- The Court felt that the letter was clearly an advertisement, not a contract.
- In this case, what was the offer? And what was the acceptance?
- If Kershaw’s letter really was an offer, and Moulton’s letter really was an acceptance, then there would definitely be a contract. Kershaw won by convincing the Court that their letter was simply a request to receive an offer. The true offer in this case was Moulton’s letter, and Kershaw never accepted the offer.