Int'l Filter Co. v. Conroe Gin, Ice & Light Co.

277 S.W. 631 (Tex. Comm'n App. 1925)

 

RULE:

If the person making the offer, expressly or impliedly intimates in his offer that it will be sufficient to act on the proposal without communicating acceptance of it to himself, performance of the condition is a sufficient acceptance without notification. It is only necessary for the other person to whom such offer is made to follow the indicated method of acceptance. 

FACTS:

Plaintiff seller made a written offer to sell water purification equipment to the buyer. The offer stated it would become a contract when accepted by the buyer and approved by the seller's executive officer. The offer also indicated that, unless promptly accepted, it was subject to change. The buyer's manager sent an immediate acceptance to the seller. After the seller endorsed the acceptance and requested a water sample from the buyer prior to shipping the equipment, the buyer attempted to "countermand" its order. The seller insisted upon performance. The buyer prevailed at trial. The intermediate appellate court affirmed. On appeal, the court reversed judgment and remanded the case for further consideration.

 

ISSUE:

Was notice of approval to plaintiff required for the contract to be consummated?

ANSWER:

No.

CONCLUSION:

The instant court held that the express terms of the contract made clear that a notice of approval was not required to complete the contractual relationship. Because the terms were not ambiguous and did not need further interpretation, the court declined to resort to deducing such a requirement from the terms of the "last quoted clause." Therefore, the seller's offer became an enforceable contract as soon as the buyer accepted according to the offer's definitely expressed terms.

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