Moulton v. Kershaw

59 Wis. 316, 18 N.W. 172 (1884)



Care should always be taken not to construe as an agreement letters which the parties intended only as preliminary negotiations. 


The sellers sent a letter to the buyer stating that they were authorized to sell salt at a certain price. The buyer responded with a telegram stating that he wanted the sellers to ship him a certain quantity of salt at the quoted price. The sellers refused to perform, and the buyer brought an action for breach of contract. The sellers demurred to the complaint. The trial court overruled the demurrer. The sellers sought review of the order overruling its demurrer.


Did the trial court err in overruling the demurrer?




The court reversed the order and remanded the case for further proceedings, holding that the sellers' letter did not constitute an offer but only a solicitation for offers and therefore that the complaint did not state a cause of action for breach of contract.

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