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.