Court

Court: Commission of Appeals of Texas, Section A
Judicial History: International Filter Co. (Plaintiff) brought a suite against Conroe Gin Ice and Light Co. (Defendant) for an alleged breach of contract concerning the sale of industrial – grade water softener and filter and requested following compensations on its denial of detailed functioning of equally signed paper. The trial court without a jury preferred the defendant, thru which the plaintiff appealed to The State of Texas – Ninth District Montgomery Court – Court of Civil Appeals, of which also established the judgement. The Plaintiff then appealed to the Commission of Appeals of Texas that is a secondary court of the Texas Supreme Court.

Facts: On 10 Feb 1920, International Filter Company traveling salesman in Conroe, Texas gave a composed agreement to the Conroe Gin, Ice & Light Company director to retail industrial grade water softeners & filters for $1,230, that was commonly authorized on that date. The contract said that it would come into complete force after signed by the International Filter Company executive officer at its Chicago, Illinois branch, which ensued on 13 Feb 1920. On 14 Feb 1920, International Filter Company account manager mailed composed mail to Conroe Gin, Ice & Light Company verifying the exact hardware ordered, and the directed date of transfer, of the water sample for hardware standardization. 28 Feb 1920, Conroe Gin, Ice & Light Company sent a letter cancelling the contract. March 2, 1920, International Filter Company refused this canceling right and maintained on detailed presentation by composed communication. Then, Conroe Gin, Ice & Light Company transmitted a second letter on 4 March 1920 to repeat its cancelled instruction. Then, International Filter Company brought a Breach of Contract case against Conroe Gin, Ice & Light Company.

ISSUES: A) Is formal communication of approval necessary among participants to structure a legal agreement if it is not openly specified in the conditions.
B) Can the Offeree unilaterally adapt the way of receiving from the Offeror?

HOLDINGS: A) No. Proper notice of agreement receipt is not necessary except if clearly stated in the agreement conditions. Through this procedure, Offeree can just act in agreement to the designated technique of getting, such as exact presentation, approval.
Contracts 616, Assignment #6, 2

B) No, because the Offeror is the Chief of the Offer in placing exact conditions for agreement approval. If the Offeree unilaterally adjusts the approval terms, then it is called a Counter Offer, therefore opposing the initial proposal. The Mutual Assent will not have been reached among the participants, therefore a new repetition of negotiating and contract creation would begin.

REASONING: In business contract creation, Negotiating is a joint contract with concerned participants beginning the conditions of a sale of things or services. In this respect, this Commission of Appeals of Texas court carefully inspected order of inscribed messages among the participants, tone of linguistic used, and set joint party to its agreement consent to determine presence of joint agreement as opposed to dormant uncertainty necessitating court inference.
In February 1920 a contract formed with, International Filter Company (Appellant) a traveling salesman gave Conroe Gin, Ice & Light Company (Appellee) a written implement with conditions plus the offer is made in repetition and becomes a agreement when recognized by the buyer and accepted by an official of the International Filter Company, along with progressive component needed for a quick approval. The Appellate court directed that conveyed contract languages were not vague, later clear announcement of executive approval at its office to the Appellee was not vital. Later,an enforceable contract came into influence on that day when the Appellee authorized it.
Nevertheless, announcement languages openly specified in a contract, supplemented by old proof theAppellee signed the agreement which was accepted Feb 10, 1920. Conroe Gin, Ice, and Light Co. Henry Thompson, manager. Followed-up with the Appellant’s signature on Feb 13th, 1920, P.N. Engel. On February 14th, 1920 Appellant validation letter to Appellee showing a Letter acknowledge order and itemized detailed thing planned, delivery goal date, and asked for tester water for client transport calibration. Later, the ” thumbs up” approval was a precondition for Appellant to carry a endorsed contract into completely carried out., and not a precondition to inform Appellee that approval was done. Plus, the Court ruled the February, 14th 1920 a client validation letter was more than adequate as sheer requirement in informing Appellee of its positive agreement approval, all was not officially needed to do so as the original 10 Feb 1920 agreement conditions.
Regarding Appellee stance that notification terms of Appellant approval was needed and can be incidental from vague jargon put in the contract’s last clause, the Court ruled the course of recognition of the Appellee’s contract signature was good to make a deal, with this act of approval was a Prompt Acceptance and not dissimilar styles of approval. In supplement, Appellee’s effort to unilaterally change the contract terms from its cancel letters on February 28th thru March 4th, 1920 avoided current signed

contract that any alteration can only be made by an accepted additional contract signed by both parties.
DECISION: Judgment Reversed and Remanded for further consideration
COURT OPINIONS: Opinion rendered by Judge Luther Nickels and vested his decision in two areas: A.) Exact style of receipt adequate to finish the contract creation; and B.) Nature and order of contract parties languages to designate binding bargain and mutual assent.
Nickels used the common United Kingdom 1893 Carlill v. Carbolic Smoke Ball Co. (1 Q.B. 256) case by which its court ruled that sheer presentation of languages from an unilateral contract was adequate for contract creation lacking previous official announcement of acceptance. Therefore, set legal precedent that taking lacking announcement is lawful as long as it is not openly said in the contract language.
On evaluation of Appellee situation that formal notification requirement can be inferred from so-called ambiguous language in the contract’s “last quoted clause”, Nickels examined the language tenor and letter communications with a decision that any court assumption was not vital for meaning or to break up uncertainty. Strengthened with the opinion: “On the contrary, such a construction would introduce a conflict, or ambiguity, where none exists in the language itself” and “defeat the plainly expressed term wherein…” that the contract c

1, Father told his daughter Elizabeth if she went to law school he would pay for her tuition and expenses and also a bonus of $1,000 for every “A” she got on her report card. Elizabeth went to UC law school, and Father paid for her tuition and expenses. She was taking Torts, Contracts, and Criminal Law. Elizabeth earned A’s on her final exams and received straight A’s on her report card. Father died suddenly and the executor of his estate refused to pay Elizabeth the $3,000 bonus she had been promised for the A’s. Elizabeth sues Father’s estate for failure to pay the $3,000 bonus: Elizabeth will: comes into effect when approved by Appellant’s executive officer.

(A) Lose, because Father’s promise was personal to him and extinguished by his death.
(B) Lose, because Father’s promise was oral.
(C) Win, because there was a bargained-for exchange between her and Father.
(D) Win, because Father would have paid her based on his promise.

2.
(A) Yes, since Dealers second fax was an acceptance of Manufactures’ offer to sell 5 trucks.
(B) Yes, since Manufacturer’s first fax was an acceptance of Dealer’s offer to buy the 5 trucks.

Contracts 616, Assignment #6, 4

(C) No, because Dealer’s fax was an offer that Manufacture never accepted.
(D) No, because the faxes did not have sufficiently definite and certain terms to be construed as an offers.
3.
(A) Yes, because Buyer told Seller he was withdrawing his acceptance by telephone instead of by mail.
(B) Yes, because Buyer’s act of mailing the signed document was an effective acceptance of Seller’s offer.
(C) No, because Buyer effectively retracted his acceptance before Seller received it.
(D) No, because the revocation took place prior to the acceptance.
4.
(A) No, because there was no consideration paid to keep the offer open.
(B) No, because there was no acceptance of the offer
(C) Yes, because both parties are merchants and Sally stated that the offer would remain open for acceptance until June 1.
(D) Yes, because both parties are merchants.
5.
(A) Lose, since the advertisement was only intended as an invitation to make an offer.
(B) Lose, since Rachel did not notify the Store in writing that she intended to accept the offer.
(C) Win, because the advertisement should be construed as a binding offer.
(D) Win, even if Rachel was not the first customer to appear at the store to purchase the watch.

6.
(A) No, because Steve should have been more explicit in his telegram.
(B) No, because the paintings was a unique good.
(C) Yes, because Steve’s telegram to Davis would only bind Steve and will not bind Davis.
(D) Yes, because Davis sent nonconforming goods.
7.
(A) No, because Ed revoked the offer.
(B) No, because this was no consideration.
(C) Yes, because Alice relied on Ed’s offer.
(D) Yes, because Alice accepted Ed’s offer forming a valid contract.
8.
(A) The mailing of the April 2nd letter did not prevent a subsequent effective revocation by Buyer.
(B) The April 2nd letter bound both parties to a bilateral contract when received.
(C) The April 2nd letter bound both parties to a unilateral contract.
(D) The April 2nd letter was effective to form a contract on April 12th, when the acceptance letter was received.
9.
(A) No, because Steve should have been more explicit in his telegram.
(B) Yes, because Steve’s telegram to Davis was in writing.
(C) Yes, because Davis made a mistake and should have realized he was sending the wrong painting.

Contracts 616, Assignment #6, 6

(D) No, because Davis did not sign the telegram.
10.
(A) Lose, since the advertisement was only intended as an invitation to make an offer.
(B) Lose, because when Andy returned Susie informed him that she had sold the keyboard to someone else.
(C) Win, because the advertisement should be construed as a binding offer.
(D) Win, because he did return with the truck as promised.