Crook v. Cowan - 64 N.C. 743 (1870)

Rule:

If one holds his property out for sale, naming the terms, and another accepts the terms, the contract is complete; or, if one advertises, offering a reward for something to be done, as soon as the thing is done the contract is complete, and the reward is due.

Facts:

David S. Cowan wrote Walter Crook a letter in which he requested that Crook, who was in the business of selling carpets, furnish him with two such carpets of a certain size and color to be delivered to the Express office. A few weeks later, when Cowan had not heard from Crook, he sent a telegram inquiring if the order had been received. At this time, the carpets were already at the Express office. Crook did not reply to the telegram, and Cowan discovered that the carpets were at the office. At this time, Cowan, believing that the seller had not intended to sell carpets to him, had purchased carpets elsewhere. Crook then brought an action seeking to recover the value of the carpets.

Issue:

Did Crook sufficiently fulfill his obligation under his contract with Cowan for the carpets?

Answer:

Yes.

Conclusion:

In this case, Crook held himself out as a carpet manufacturer and vender, and offered his carpets for sale, and invited purchases; and when Cowan sent him the unconditional order for carpets, that was an acceptance of his offer, and the bargain was struck, and the moment that the carpets were delivered to the Express, the agent designated by Cowan to receive and transport them and collect the bill, the delivery was made, and the property passed to Cowan. Further, consider the case as if the first offer was made by Cowan to Crook. Cowan, knowing that Crook was a carpet vender, sent him an unconditional order for carpets, specifying the Express as the agent to receive and transport them, and to collect the bill, and the order was filled to the letter. Thereby, the offer was accepted, the property in the carpets passed to Cowan, and he became liable for the price, as for goods sold and delivered. The order was an offer, the filling the order was an acceptance; and an offer and an acceptance is the common definition of a contract.

It is true that the rule that filling an order completes the contract is confined to unconditional and specific orders. In the case before the Court, the order was unconditional and specific, and was complied with to the letter. Cowan did not ask Crook to inform him whether he would fill the order. He had no doubt about it. It was Crook’s business to fill such orders, and Cowan had confidence in him. So far from requiring Crook to notify him by mail, he impliedly informed him that he need not do so in their telegrams: “Send the goods by Express, C. O. D., without more say; and send the bill by Express for collection; or, if you are afraid to trust me, then, and in that case only, you may write to me and I will send the money, before you ship the goods.” There was no use in informing Cowan by mail of the shipment of the goods, because the Express was as speedy as the mail; and there was certainly no magic in sending by mail. And sending the goods was the best notification.