Radford & Guise v. Practical Premium Co. , 125 Ark. 199 ( 1916 )

Wood, J.

(after stating the facts). The letters constituted. the contract between the parties. It was the duty of the court to cohstrue it and declare its terms to the jury. Mann v. Urquhart, 89 Ark. 239 The letter of appellants to appellee’s agent, John J. Wolf, was an offer on the part of the appellants to accept the goods that were then in storage at the depot, provided the appellee would pay the storage and would give the appellants ten months from the date of the letter to pay for the goods. Wolf’s answer to this letter, of July 6, 1913, was an acceptance of appellants’ offer, for in that letter Wolf instructed appellants to take the goods out of the freight depot and pay the charges, and notified appellants that appellee would promptly arrange terms to appellants’ satisfaction. Wolf sent the letter to his principal, the appellee, and it wrote the letter of July 30, 1913, in which it ratified what its agent had done by stating, “If Mr. Wolf has tacitly agreed-to your terms we will abide by the agreement if you insist upon it,” and by further stating “If it is necessary to wait ten months for our money from you we will mark your account accordingly and settle down for the long wait.” It is true this letter of appellee made appellants a different proposition as to the time of payment, and recommended that appellants accept such proposition instead of the one they had made to appellee. But, at the same time, appellee notified appellants that if the proposition made by it was not satisfactory appellee would ratify the act of its agent and accept the offer of appellants in accordance with' the terms proposed by them.

In 11 Enc. of Ev., p. 507, it is stated: “If the evidence shows an acceptance in accordance with the terms of the offer, but accompanied with a request to modify them, such request constitutes no evidence of a conditional acceptance.”

Appellee’s letter of acceptance was unconditional. It simply suggested a cash payment for appellants’ consideration and left the matter optional with appellants as to whether they would adopt the cash payment at a discount rather than the terms proposed by them, but at the same time, as we have stated, definitely declaring to appellants that appellees would wait ten months as proposed by appellants, if necessary.

In 6 R. C. L., p. 609, it is'said: “From the rule that the acceptance must be unconditional, it must not be inferred that the mere mention, in the letter of acceptance, of matters upon which the acceptance of the proposition does not depend prevents the contract from being completed.” See also Id. 605.

The court correctly construed the contract. There was no error in instructing the jury to return a verdict in favor of the appellee. The judgment is therefore affirmed.