be short.31 Generally an offer to buy or sell real estate may be supposed to continue longer than an offer to sell personal property.32 The method of communication used by the offeror is also important as indicating the degree of haste which he deems necessary, or which the circumstances make appropriate.

If the offer is made in course of personal conversation an immediate answer will generally be required.33 If the offer is sent by messenger or by mail no positive rule can be laid down. Frequently an answer by return of messenger or by return mail may be required by the nature of the offer even though no express limit of time is fixed. But certainly where a number of mails go out each day, a reply either by return mail or upon the day when the offer was received will be sufficient.34 So early a reply would be necessary only in commercial transactions, and not always even in such transac

31 In Minnesota Oil Co. v. Collier Lead Co., 4 Dillon, 431, a telegraphic offer to sell oil then subject to rapid fluctuations in price was held not accepted within a reasonable time by a telegraphic reply 24 hours later. In Van Camp Packing Co. v. Smith, 101 Md. 565, 61 Atl. 284, a telegraphic offer to sell, imposing a requirement of "immediate" designation of route for shipment, sent on the evening of Oct. 1st and delivered early on the next day, was held not seasonably accepted by a telegraphic reply at night rates sent at 6:25 P. M. on that day. See also Dunlop v. Higgins, 1 H. L. C. 381; Ferguson v. West Coast Shingle Co., 96 Ark. 27, 130 S. W. 527; Emerson v. Stevens Grocer Co., 95 Ark. 421, 130 S. W. 541, 105 Ark. 575, 151 S. W. 1003; Roberts v. Evans, 43 Cal. 380; Averill v. Hedge, 12 Conn. 424; Trounstine v. Sellers, 35 Kans. 447, 11 Pac. 441; Allen B. Wrisley Co. v. Mathieson Alkali Works, 107 Ill. App. 379; Ferrier v. Storer, 63 Ia. 484, 19 N. W. 288, 50 Am. Rep. 752; Bowser v. Fountain, 128 Minn. 198, 150 N. W. 795; Mi

zell v. Burnett, 4 Jones L. 249, 69 Am. Dec. 744.

32 See as to real estate: Roberts v. Evans, 43 Cal. 380; Phillips v. Deck, 76 Cal. 384, 18 Pac. 336; Kempner v. Cohn, 47 Ark. 519, 1 S. W. 869, 58 Am. Rep. 775 (five days not as matter of law unreasonable); Stone v. Harmon, 31 Minn, 512, 19 N. W. 88. But a delay of over two weeks in answering such an offer was held excessive in Ortman v. Weaver, 11 Fed. Rep. 358, and where the offerer said in his offer that he "would not agree to keep the offer good a great while" even a shorter period would be unreasonable. Baker v. Holt, 56 Wis. 100, 14 N. W. 8. And with land of a speculative character, for instance oil land, much delay would be unreasonable. Vincent v. Woodland Oil Co., 165 Pa. 402, 30 Atl. 991.

33 Mactier's Administrators v. Frith, 6 Wend. 103, 114, 21 Am. Dec. 262. See also Vincent v. Woodland Oil Co., 165 Pa. 402, 30 Atl. 991.

34 Dunlop v. Higgins, 1 H. L. C. 381; Mitchell v. Wallace, 27 Ky. L. Rep. 937, 87 S. W. 303.

tions.35 Business customs in the locality or between the parties may be most important.36 The offer itself also, though not expressly limiting the time for acceptance, may afford indications of what is reasonable by reference to some future time or transaction.37

In offers for reward a reasonable time has been held to continue for a very long time. An offer for the conviction of an offender for a particular crime has been held not to lapse until the Statute of Limitations barred conviction.38 On the other hand, it has been held that twelve years from the time when a reward was offered is unreasonable.39 And generally

35 In South Branch Cheese Co. v. American Butter & Cheese Co., 191 Mich. 507, 158 N. W. 158, an offer for the sale of cheese received by mail on Saturday was held properly accepted by a telegram sent and received on the following Monday.

* Ferguson v. West Coast Shingle Co., 96 Ark. 27, 130 S. W. 527.

...

"Thus an offer to buy stock "at any time after January 1, 1886, if at that time you desire to have me do so" may be accepted within a reasonable time after January 1, 1886. Park v. Whitney, 148 Mass. 278, 19 N. E. 161. Compare Cabot v. Kent, 20 R. I. 197, 37 Atl. 945, where it was held that an offer "to take back said stock . . . upon January 1st, 1895" could not be accepted after the precise day stated in the offer. In Dawley v. Potter, 19 R. I. 372, 36 Atl. 92, there was an offer to buy a colt if it was "a filly all right and sound at five months old... should you wish to sell her." It was held this offer might be accepted within a reasonable time after the colt was five months old. Were it not for the final words of the offer it would apparently contemplate an immediate bilateral agreement, the performance of which was to be conditional upon the character of the foal at five months. So an offer made Aug. 23 to discount bills "after the 15th" it was held might be ac

cepted Sept. 10th. Sherley v. Peehl, 84 Wis. 46, 54 N. W. 267.

So an offer for reward for the conviction of any person engaged in incendiary attempts was held to contemplate a reward not simply for attempts which had already taken place, but those which might take place in the immediate future and any performance by one seeking the reward within a reasonable time after such a future crime, would justify recovery. See Loring v. Boston, 7 Metc. 409; Langdell, Summary, § 155.

Again, an offer to subscribe to shares in a new corporation may remain open until a reasonable time after the corporation has been organized, or the full subscription obtained, if this seems to have been within the original contemplation of the offer. See Ramsgate Hotel Co. v. Goldsmid, L. R. 1 Exch. 109; Baily's Case, L. R. 5 Eq. 428, 3 Ch. 592.

38 The Matter of Kelly, 39 Conn. 159. See also Schaub v. Lancaster, 156 Pa. 362, 26 Atl. 1067, and in Drummond v. The United States, 35 Court of Claims, 356, the offer was held open after ten years, the criminal still being a fugitive from justice.

39 Mitchell v. Abbott, 86 Me. 338, 29 Atl. 1118, 25 L. R. A. 503, 41 Am. St. Rep. 559.

44

in offers for unilateral contracts as a reasonable time for accepting the offer is necessarily a reasonable time for doing the act requested, if the act from its nature is likely to take a considerable time, the offer will remain open for that length of time.40

It is a consequence of the rule that unsealed promises without consideration are not binding, that offers unless under seal or given for consideration may be revoked at any time prior to the creation of a contract by acceptance.11 Therefore, even though a definite time in which acceptance may be made, is named in such an offer, the offerer may, nevertheless, revoke his offer within that period. 42 And even though the offer expressly states that it shall not be withdrawn, nevertheless, it may be.43 What communication amounts to a revocation is a question of construction. Any

statement which clearly implies unwillingness to contract according to the terms of the offer is sufficient, though the word revoke is not used.44

After an offer has been duly accepted, it is fundamental that revocation is no longer possible. Thus when parties have had a number of communications with one another by letter or otherwise regarding a proposed bargain, all should be considered, yet if once a definite offer has been made and it has been accepted without qualification, the complete contract thus arrived at cannot be affected by subsequent negotiations unless they amount to an agreement to modify or rescind the contract. 45

56. Revocation is not effectual until communicated.

If the formation of a simple contract depended upon the existence of mutual assent in fact in the minds of the contracting parties, a change of mind on the part of either one before the requisite mutual assent was reached would prevent the formation of the contract.46 No case, however, goes so far as to hold material a change of mind on the part of the offerer not manifested by an over act, but several cases near the beginning of the nineteenth century show that the conception of the court at that time was that a manifestation by an overt act of a change of mind on the part of the offerer would operate as a revocation, though not communicated to the other party. 48 This conception has found expression in the Civil Code of California," which, though providing

44 A letter by one who had ordered advertising matter asking that it be not forwarded until he felt in a better condition to handle it was not a sufficient revocation of the order. Outcault Advertising Co. v. Buell, 71 Or. 52, 141 P. 1020.

45 Bellamy v. Debenham, 45 Ch. D. 481; Perry v. Suffields, Limited [1916], 2 Ch. D. 187. See also infra, §§ 81, 82.

See infra, §§ 95, 1536, 1537. "See, however, supra, § 50.

In Cooke v. Oxley, 3 T. R. 653, where an offer to sell tobacco was made by the defendant, and the court

held no contract was created by an acceptance later in the day, though within the time specified in the offer, Buller, J., said that "it is not stated that .. the goods were kept until that time," evidently supposing that a sale of the goods, though without notice, would revoke the offer. The same implication is made in-Adams v. Lindsell, 1 B. & Ald. 681; Head v. Diggon, 3 M. & R. 97; Hebb's Case, L. R. 4 Eq. 9; Routledge v. Grant, 4 Bing. 653.

49 Sec. 1587. The code was adopted in 1872.

for communication of "notice of revocation," also provides not only with reference to acceptance but also with reference to revocation 50 that communication is complete when put in course of transmission.51 At the present day, however, it is almost universally settled that a revocation requires communication and that, therefore, an acceptance prior to a communicated revocation will make a binding contract.52 It has been suggested that though manifest principles of justice require that a revocation should not be effectual against an acceptor of an offer until the revocation has been received, the revocation should bind by estoppel the offeror from the time when it was dispatched; but such a result could not be reached "without infringing upon the inexorable rule that one party to a contract cannot be bound unless the other be also, notwithstanding that the principle of mutuality thus applied may enable a party to take advantage of the invalidity of his own act." 53 Revocation may be indicated by acts as well as words. Thus, after an offer of sale to one person, a sale of the same property to another person, if brought to the knowledge of the person to whom the offer was first made, will amount to a revocation.54 A revocation "should be as direct and explicit as the acceptance.' What amounts to a receipt of a revocation must be the same as receipt of

50 Sec. 1583.

51 No decision has yet been made in California upon the matter, but in Watters v. Lincoln (So. Dak.), 135 N. W. 712, it was held under similar provisions in the South Dakota Code, §§ 1212, 1215, 1216, that a revocation of an offer was effected as soon as deposited in the post-office.

52 Stevenson v. McLean, 5 Q. B. D. 346; Henthorn v. Fraser, [1892] 2 Ch. 27; Re London & Northern Bank [1900] 1 Ch. 220; Tayloe v. Merchants' Fire Ins. Co., 9 How. 390, 13 L. Ed. 187; Patrick v. Bowman, 149 U. S. 411, 424, 37 L. Ed. 790; The Palo Alto, 2 Ware, 343; Weld v. Victory Mfg. Co., 205 Fed. 770; Kempner v. Cohn, 47 Ark. 519, 1 S. W. 869, 58 Am. Rep. 775; Sherwin v. Nat. Cash Register

1955

Co., 5 Col. App. 162, 38 Pac. 392; Wheat v. Cross, 31 Md. 99, 1 Am. Rep. 28; Brauer v. Shaw, 168 Mass. 198, 46 N. E. 617, 60 Am. St. Rep. 387; Peck v. Freese, 101 Mich. 321, 59 N. W. 600; Farmers' Handy Wagon Co. v. Newcomb, 192 Mich. 624, 159 N. W. 152; Pennsylvania & Delaware Oil Co. v. Klipstein, 175 N. Y. S. 540; Malloy v. Drumheller, 68 Wash. 106, 122 Pac. 1005.

53 Patrick v. Bowman, 149 U. S. 411, 424, 37 L. Ed. 790.

54 Thurber v. Smith, 25 R. I. 60, 54 Atl. 790. See also Larmor ". Jordan, 56 Ill. 204; Wardell v. Williams, 62 Mich. 50, 28 N. W. 796, 4 Am. St. Rep. 814, and cases in the following section.

55 Linnean, 80 Ala. 360, 366.