Park v. Whitney

19 N.E. 161, 148 Mass. 278, 1889 Mass. LEXIS 256

• Court: Massachusetts Supreme Judicial Court
• Decided: January 3, 1889
• Status: Published

Opinion

C. Allen, J.

Assuming in favor of the plaintiff that the language of the defendant’s letter which is relied on is to be considered as a direct offer' to purchase the shares, and that it is to be taken as an offer by itself alone, and independently of the other proposals in the letter, still the offer never became binding as a contract upon the defendant, for want of a due acceptance of it by the plaintiff.

In the first place, considering the nature of the offer, and the circumstances as shown in the letter, the plaintiff must make known his acceptance by January 1, 1886. The words “ at that time ” mean the same as “ at that date.” But if that is not the true construction, at least the offer must be accepted within a reasonable time after that date. Plainly, the offer was not to continue for ever. The words “ at any time ” do not import perpetuity ; and if not, then the plaintiff was entitled only to a reasonable time ; and, there being no facts in dispute, this was to be determined by the court. There was no acceptance within a reasonable time. The defendant’s offer was not simply a business transaction, but, as was expressed in the letter, and as is shown by its whole tone, the offer was made, not because the defendant wanted the shares, but from a feeling of friendship to the plaintiff. The plaintiff was not called upon to decide for more than nineteen months, at the shortest. He did not express any acceptance of the offer till more than six months after the nineteen months had expired. According to any fair construction of the defendant’s offer, the plaintiff’s option did not extend so long. See Loring v. Boston, 7 Met. 409; Ex parte Baily, L. R. 3 Ch. 592.

Judgment for the defendant affirmed.