Peck v. Edwards

We have no occasion to consider the objection now made by the plaintiff, that the trial court should have disregarded the provision in the second contract which provided that it was not to be used by or against either party as evidence of an admission or waiver of any of the provisions of the first contract. This contention comes too late. Its admission was acquiesced in at the time that the second contract was presented to the court. No objection was made to it, and both parties, by their consent, invited the court below to determine in an informal manner, which was pursued, the question as to the bearing of the second contract upon the terms and stipulations of the original one. Vincent v. Mutual Reserve Fund Life Asso.,77 Conn. 281, 284, 58 A. 963. Furthermore, it is sufficient to say of this claim that it was not made in the trial of the case in the court below, and that it was not made in the reasons of appeal.

The substance of the plaintiff's assignments of error, properly presented by his reasons of appeal, was that the trial court erred in holding that the defendants had not accepted this invention, and that the sale of the same was not absolute under the terms of the contract. The law which governs these questions is well settled. "As no contract is complete without the mutual assent of the parties, an offer to sell imposes no obligation until it is accepted according to its terms. So long as the offer has been neither accepted nor rejected, the negotiation remains open, and imposes no obligation upon either party; the one may decline to accept, or the other may withdraw his offer; and either rejection or withdrawal leaves the matter as if no offer had ever been made. . . . If the offer does not limit the time for its acceptance, it must be accepted within a reasonable time. If it does, it may, at any time within the limit and so long as it remains open, be accepted or rejected by the party to whom, or be withdrawn by the party by whom, it was made." Minneapolis St. Louis Ry. Co. v. Columbus Rolling Mill Co.,119 U.S. 149, 151, 7 Sup. Ct. 168, 30 L.Ed. 376; Boston Maine Railroad v. Bartlett, 57 Mass. (3 Cush.) 224;Dickinson v. Dodds, L. R. 2 Ch. Div. 463.

The plain interpretation of the language of the first contract is that the decision of the defendants, within the limited period, that the invention of the chains was practical for the purposes for which it was intended and that the chains were marketable articles of merchandise, was made a condition precedent to any liability upon the part of the defendants. This decision was not made. The rights and liabilities of the parties were not to be alone determined under the provisions of the first contract. The second contract provides that neither of the parties will institute any suit against the other before the first of April, 1915, and that the defendants shall have free use of the patent until that time. It is also provided, in the second contract, that if the defendants purchased the patent the annual payments upon the purchase price should commence on the first day of April, 1915, the first annual payment to commence on this date, the others to follow annually. The second contract also contained this provision: "And it is further agreed as part of the consideration of this agreement that whereas the party of the second part [the defendants] has advanced to the party of the first part [the plaintiff] the sum of $2,500, as evidenced by the promissory note of said party of the first part for said amount, of even date herewith, and said party of the first part has assigned and delivered to the party of the second part said letters patent . . . as collateral security for the payment of said note. Now therefore, if the party of the second part purchases said patent then said sum of $2,500 so advanced by the party of the second part, as evidenced by said note, shall, with all interest due thereon be applied to the credit of said party of the second part upon said purchase price of said patent, and be deducted therefrom at the time of said first payment. And it is distinctly understood and agreed that if the party of the second part does not purchase said patent, then said party of the second part shall hold said letters patent only as collateral security for the payment of said note with interest, and that until said note shall be paid in that event, the party of the second part shall have the right to said patent and the use of the same."

The provisions of both contracts, when read in connection with the finding, clearly show that the sale of this patent had not become absolute upon the 29th day of March, 1915, when the defendants notified the plaintiff that they declined to purchase.

Six of the assignments of error are not well made. It is enough to say of them that they are not supported by the record. The facts assumed in some of them do not appear in the record. Others, in so far as the court below deals with them, are refuted by the finding. The plaintiff has not sought to have the finding corrected, and it is therefore conclusive upon these questions, which this court will not now attempt to review.

There is no error.

In this opinion the other judges concurred.