There is a clear distinction between a mere proposal and an agreement to sell. As in Cooke v. Oxley, where the defendant offered goods to the plaintiff and gave him till four o'clock in the afternoon, the plaintiff did not within the time express that he acceded to the proposal, and was therefore held not entitled to sue the defendant for non-delivery of the goods. The engagement was all on one side, and the defendant had a right until four o'clock to sell the goods to any other person (1). In like manner, where a broker sold on Saturday certain goods of the defendant to the plaintiff, subject to the plaintiff's approval of the quality on Monday, and sent the sold note to the plaintiff on Saturday marked with the words "quality to be approved on Monday," and the plaintiff not having approved or disapproved on the Monday, the broker, a few days after, sent the sold note to the defendant with those words struck out, and the defendant then repudiated the engagement; it was held that he had no right to do so, for the plaintiff, not having signified his disapproval on Monday, was then bound by it, and the engagement, being mutual, was a perfect contract. This case, it will be observed, differs from Cooke v. Oxley, which was an offer to sell not accepted within the time given. Here was not merely an offer to T. R. 653; Re Leeds Banking Gunn, 37 L. J. (Ch.) 40; Re () 3 T. R. 653. sell, but the buyer had an option of renouncing the purchase on Monday, and not having renounced, the contract had become absolute (m). The case of Routledge v. Grant (n) is also a good example of this principle. Grant offered to purchase Routledge's house, requiring possession on the 25th of July, and a definite answer in six weeks; Routledge accepted the offer, with possession on the 1st of August; Grant afterwards, within the six weeks, retracted his offer, and it was held that he had a right to do so. The party who made the offer has a right to say, "Non hæc in fœdera veni ;" and to decline any other bargain than that which he offered. Where an offer is accepted in the terms in which it was made, the contract is binding on both parties. At any time before it is accepted the offer may be rescinded, but not afterwards (o). The importance of ascertaining accurately that the offer which the one party has made has not been altered by any term or stipulation introduced by the other in accepting it, is so great, that another example or two will be useful. Thus, a broker sold to Cowie, of Calcutta, a quantity of indigo, and drew up a sold note addressed to the vendor, who having objected to a particular word, Cowie struck his pen through it, placing his initials over the erasure, and returned it (m) Humphries v. Carvalho, 16 East, 45. (n) 4 Bing. 653. (0) Cooke v. Oxley, 3 T. R. 653. to the broker, who delivered it so altered to the vendor. The broker afterwards delivered to Cowie a bought note which differed materially from the sold note. In an action brought by the vendor against Cowie for non-performance of the contract as stated in the sold note, the Supreme Court at Calcutta considered that the sold note formed the contract, and found for the plaintiff; but the judicial committee of the Privy Council, upon appeal, considered that the parties intended the bought and sold notes together to form the agreement between the parties, notwithstanding Cowie's alteration of the sold note, and consequently, that there being a material variation in the terms of the bought and sold notes, they did not together constitute a binding contract (p). In another case, a broker, acting for the plaintiff, verbally contracted to buy certain hemp of the defendant, and sent him a note stating the terms, commencing thus :-" Sold, for Campbell (the defendant), to Moore (the plaintiff), 50 tons of Petersburgh clean hemp, ex G. G. to arrive, at £34. per ton, payment at the option of the buyer by acceptance on London at six months from delivery, or cash in 14 days less 2 per cent., to be taken from the quay at the landing weights, and to be a fair average quality of the season." The defendant sent back another note in these words :-"I have this day sold, through you, to M., (p) Cowie v. Remfry, 5 Moore (P. C.) 232. 66 50 tons Petersburgh clean hemp, expected to arrive per G. G., at £34. per ton from the quay. If the ship is lost, or the hemp damaged on the voyage, this contract to be considered void for such quantity as may be lost or damaged. The quality to be of an average of the season, and if any dispute arises, the same to be settled by arbitration. Payment, six months' acceptance, or cash in 14 days less 24 per cent. discount, at the buyer's option. Customary allowances." The plaintiff sued for non-delivery of the hemp, treating the note signed by him as the contract, and the Court of Exchequer held that the liability of the defendant depended upon the question of fact, whether the note signed by him was intended by both parties to be the contract, in which case he would be liable, or whether the defendant only intended to be bound as the seller, provided the plaintiff should also sign a note to bind himself as the buyer (q). It is obvious, if this were a case in which the plaintiff sought to prove a contract by means of bought and sold notes, made by a broker for both parties, he must have failed, for the two notes disagree, and there would have been no valid contract. This, however, is not the case of a contract entered into by a broker for the buyer and seller; the person who made the contract was, indeed, a broker, but he acted solely for the plaintiff. The plaintiff then insists that the note (g) Moore v. Campbell, 23 v. Knight, 33 L. J. (C. P.) L. J. (Ex.) 310; see Heyworth 298. signed by the defendant is the contract, and if it be true that this was intended by both parties to be the contract between them, the defendant would be bound as a party to be charged, and the memorandum would be sufficient within the Statute of Frauds; but if Campbell, the defendant, never intended to be bound as the seller unless Moore was also bound as the buyer, and meant that Moore should sign the note on his part to bind him, then there was no valid contract between them. Contracts are very frequently made by letters, which are usually sent by the post, the one party offering a contract, and the other accepting it, either absolutely, or with modifications, or altogether refusing it. In these cases the offerer must be considered as making during every instant of the time his letter is travelling the same identical offer to the receiver (). In like manner the receiver's acceptance of the contract is complete when in due time he sends his answer. This due time is ascertained by the usage of trade, by the actual stipulation of the parties, or by what is a reasonable time under the circumstances (s). It is clear that neither party is exonerated by any irregularity in the post-office. If he were no one could safely avail himself of that mode of transmission (t). A person putting into the post a letter declaring his acceptance of a contract (r) Adams v. Lindsell, 1 B. & A. 681. (s) Id. Meynell v. Surtees, 25 L. J. (Ch.) 259. (t) Stocken v. Collen, 7 M. & W. 515. |