order to render it effective, the letter of acceptance completes a contract when it is duly mailed. It does not matter if the letter of acceptance fails to reach the offerer.

The offerer may, however, provide in the terms of his offer that the acceptance must be received before a contract shall be consummated. In that event, the letter from the offeree must reach the offerer.55

28. Same subject-Cases considered. The leading case on this subject is Adams v. Lindsell.56 There was an offer to sell wool to the plaintiff, made by a letter dated September 2nd. The letter was misdirected, and did not reach the plaintiff until September 5th. It was then accepted by a letter properly posted. But in the meantime the defendant sold the wool elsewhere. The plaintiff sued for the nondelivery of the wool. The defendant contended that the contract was not complete until the letter of acceptance reached him. As indicated, the court held that there was a contract when the letter of acceptance was mailed. The opinion intimates that the post office is made the agent for the offerer, and that the delivery of the letter to the post office is a delivery to the offerer's agent.

In the case of Byrne v. Van Tienhoven,57 an offer was sent by post on October 1st to the plaintiff at New York. The offer suggested a reply by cable. On October 11th the plaintiff received the letter, and at once accepted by cable. On October 8th a letter was posted withdrawing the offer. Although the 55 Lewis v. Browning, 130 Mass. 173.

56 1 B. & A. 681 (Eng.), LEADING ILLUSTRATIVE CASES.

57 5 C. P. D. 344 (Eng.).

letter of revocation was posted before the cable of acceptance was received, the plaintiff was not notified of the revocation before he accepted. Consequently, the court found that a contract existed as of the date of the cable of acceptance.

If the acceptor has the power under the postal regulations to withdraw the letter before it leaves the town, it has been held that then the post office is not the agent of the offerer, but of the acceptor, and that then the letter of acceptance must reach the offerer before a contract is made. But in McDonald v. Chemical Nat'l Bank,58 the court holds that such power of the sender to reclaim the letter does not operate to change the general rule.59 The holding of the case of McDonald v. Chemical Nat'l Bank (above) is further supported by the case of Henthorn v. Fraser. Here, the offer was made to the offeree personally. Next day the acceptance was sent through the mail. Meanwhile, a letter of revocation was sent, but not received, until after the letter of acceptance was mailed. The court found that there was a contract. This decision in large measure does away with the idea that the post office is the agent either of the offerer or the offeree. As a matter of fact, in these cases the offerer did not use the post office to transmit the offer, so it cannot be said that the post office was his agent to receive the acceptance. Nor was the post office the offeree's agent, because then every acceptance by mail would have to be transmitted and delivered to the offerer. It would seem,

58 174 U. S. 610.

59 Ex parte Cote, L. R. 9 Ch. App. 27 (Eng.). 60 2 Ch. Rep. 27 (Eng.).

therefore, that, regardless of the sort of means used to communicate the offer, the acceptance made by mail is complete when duly posted."1

It is well settled, both in the United States and England, that the rules applicable to communications by post, govern communications by telegraph."2

29. Meeting of minds.-The great essential of every true contract is the meeting of the minds of the parties, the consensus ad idem (consent to the same thing). This meeting of minds occurs in the steps of offer and acceptance. Does B's acceptance coincide with A's offer? The affirmative answer to this question determines that there is such an acceptance of A's offer as will create a contract. If the acceptance does not cover the offer, but varies in some term, there is no contract, for it is the meeting of the minds of the parties that creates a true contract.63

While this is the usual statement of the law, it cannot be taken too literally. To act fairly, the court may construe a situation to be a contract although there is no actual meeting of minds; for example, the case of a contract where the acceptance by mail of A's offer is sent after the revocation by A but before knowledge of the revocation is received by B.

61 American cases are uniformly agreed that the rule as stated is the law: that if the acceptor is expressly or impliedly invited to use the post, the acceptance is complete when the letter of acceptance is mailed. Tayloe v. Merchants' Fire Ins. Co., 9 How. 390 (U. S.), LEADING ILLUSTRATIVE CASES. In Massachusetts, however, the law is that an acceptance by post only takes effect when it reaches the proposer. McCulloch v. Ins. Co., 1 Pick. 278 (Mass.).

62 Contracts by Telegraph, 14 American Law Register, 401; Trevor v. Wood, 36 N. Y. 307; Minn. Linseed Oil Co. v. Collier White Lead Co., 4 Dill. 431 (U. S. C. C.), LEADING ILLUSTRATIVE CASES.

63 Putnam v. Grace, 161 Mass. 237, LEADING ILLUSTRATIVE CASES.

30. Rewards.-The general rule is that to be accepted the offer must be known. But there is a peculiar line of cases relating to the question of rewards which requires comment. Generally, where A offers a reward for the return of his stolen automobile, and B, who finds it, has no knowledge of the reward, B may not recover the reward. Similarly, where B gives information of the whereabouts of the automobile, knowing of the reward, it seems that B may not recover."

65

64

But there are cases contrary to these rules. Under their decisions the reward need not be known in order to recover upon the offer when the party furnishes the desired information.66 In Williams v. Carwardine, the plaintiff, when near death, gave information for which a reward was offered. She told for the purpose of revenge, and not to receive the reward, but recovery was allowed.

67

31. How acceptance may be made.-An acceptance of an offer must be an act which is manifested externally, so that others may know or realize that there is an acceptance. In short, merely deciding within one's own mind that one will accept an offer is not sufficient.68

The acceptance of an offer may be by express words

64 Fitch v. Snedaker, 38 N. Y. 248, LEADING ILLUSTRATIVE CASES.

65 Vitty v. Eley, 51 N. Y. App. Div. 44; Hewitt v. Anderson, 56 Cal. 476. 66 Dawkins v. Sappington, 26 Ind. 199, LEADING ILLUSTRATIVE CASES; Auditor v. Ballard, 9 Bush 572 (Ky.); Gibbon v. Proctor, 64 Law Times, (N. S.) 594 (Eng.).

67 4 B. & A. 621 (Eng.), LEADING ILLUSTRATIVE Cases.

68 See Anson, Contracts (Huffcut's 2d ed.), § 29; Williams v. West Chicago St. Ry., 191 Ill. 610; Hobbs v. Massasoit Whip Co., 158 Mass. 194, LEADING ILLUSTRATIVE CASES.

or by conduct. Where an offer is made and neither accepted nor rejected expressly, but the party to whom the offer is made proceeds in the matter and derives profit or benefit from it, or asserts rights over the thing in regard to which the offer is made, here the offer is held to be impliedly accepted. Or, if some particular thing is to mark the acceptance, a doing of this thing completes the contract. A letter asked if goods would be supplied at a certain price, and stated that if they would, the first cargo was to be shipped on receipt of the letter. A shipment of the cargo was held to complete the contract. Thus, the acceptance may be made by making a promise in the terms of the offer, which will create a bilateral contract; or it may be made by doing an act in the terms of the offer, which will create a unilateral contract.

69

32. Same subject-Silence.-Silence does not constitute consent unless there has been such a course of dealings between the parties as to render silence equivalent to consent and acceptance." This rule does not, however, permit one to frame his offer so as to impose upon the offeree the duty to speak or act. If A writes B, "We shall send you a carload of potatoes in a week unless we hear from you," and there have been no previous negotiations, the failure of B to refuse the offer will not constitute an acceptance.71

69 Storm v. United States, 94 U. S. 76.

70 Anson, Contracts (English ed.), p. 34; Royal Insurance Co. v. Beatty, 119 Pa. St. 6; White v. Corlies, 46 N. Y. 467, LEADING ILLUSTRATIVE Cases. 71 Grice v. Noble, 59 Mich. 515; Royal Insurance Co. v. Beatty, 119 Pa. St. 6, LEADING ILLUSTRATIVE Cases.