Opinion
March 27, 1951.
Present — Peck, P.J., Glennon, Dore, Cohn and Callahan, JJ.
The question in this case is whether an exchange of letters between the parties constituted a contract, or more specifically, whether the letter of March 14, 1949, from defendant to plaintiff, constituted an offer or an invitation to negotiate, and if an offer, whether plaintiff's reply of March 15, 1949, was an acceptance. If the first letter could be considered an offer of alternatives, it might be said that the reply was an acceptance, although it did not indicate which alternative was accepted. It would then have to be said that the letters left open an election on the part of one party or the other as to the alternative, or required further negotiation between the parties. We think it quite clear, however, that the letter of March 14th was not an offer. Although it contemplated that the parties would reach an agreement on one alternative or the other, the wording, context and sense of the letter reveal a frame of mind and contemplation of negotiation rather than a firm offer, and the reply is in much the same spirit. We conclude that the first letter cannot be considered an offer and that the two letters together cannot be deemed a contract. Order unanimously reversed, with $20 costs and disbursements to the appellant, and the motion granted, and judgment is directed to be entered dismissing the complaint herein, with costs.