Hobbs was a trapper who
occasionally sold eel skins to Massasoit. One time he mailed some eel
skins to Massasoit, who kept them without saying anything or paying
for them. Massasoit didn't really want them, and so they sat around until they got moldy and were destroyed.
Btw Massasoit made eel skin
whips that were used for flogging sailors!
Hobbes sued Massasoit for the
price of the skins.
Massasoit argued that they
never wanted that particular shipment of eel skin and never agreed to buy
them, so how could they be responsible for paying for them?
Hobbs argued that if Massasoit
didn't want the eel skins, they should have returned them.
The Trial Court found for
Hobbs. Massasoit appealed.
Massasoit argued that it was
incorrect to instruct the jury that silence could be construed as
Massasoit argued that this
ruling would allow strangers to send unsolicited goods to a company. This would establish an unwanted
liability on the company as well as a burden to return the goods.
The Appellate Court affirmed.
The Appellate Court found
that a course of previous dealing
between the parties can create the expectation with the offeror that the
silence of the offeree implies acceptance.
The standing order established by previous relations showed that
Hobbs was not a stranger, and he was not sending unsolicited
Under the circumstances,
sending the eel skins and not hearing anything back from Massasoit
created the reasonable expectation
that they had been accepted.
Massasoit was in the
business of buying eel skins and did so regularly. Both Hobbs and
Massasoit both knew this, so it was reasonable to expect Massasoit to
either speak up or accept the skins by default.
The Court found that
contract formation is based on objective mutual assent, which is to say
that any conduct that "looks like, smells like, quacks like" an
acceptance is an acceptance in the eyes of the law.
Even if Massasoit had an
intent to return the goods, and they really didn't want them, it doesn't
matter under the objective theory
of contract formation.
This case is still good law
under UCC §2-204.
Note that mailing unsolicited goods is still not legal.