Wisconsin courts — like many courts — find it "difficult to determine when a quotation of prices is a definite offer and when it is merely a preliminary step in negotiations leading up to an offer." Nickel v. Theresa Farmers Coop. Ass'n, 247 Wis. 412, 415, 20 N.W.2d 117 (Wis. 1945). Generally speaking, "a price quotation is considered an invitation for an offer, rather than an offer to form a binding contract." White Consolidated Industries, Inc. v. McGill Manufacturing Co., Inc., 165 F.3d 1185, 1190 (8th Cir. 1999).
But such communications cannot be considered offers, because they do not indicate LTC's intent to be bound, as required for a valid offer. See Restatement (Second) of Contracts § 26 (1981) ("A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent."); see also Nickel v. Theresa Farmers Coop. Ass'n, 247 Wis. 412, 20 N.W.2d 117, 118-19 (1945) ("[W]hether a communication naming a price is a quotation or an offer depends upon the intention of the owner as it is manifested by the facts and circumstances of each particular case." (quoting 12 Am.Jur. § 28)); Rich Prods. Corp. v. Kemutec, Inc., 66 F.Supp.2d 937, 956 (E.D.Wis. 1999).
Preliminary negotiations between parties who have in mind the execution of a formal written contract can not themselves be construed as constituting the contract. Nickel v. Theresa Farmers Co-op. Ass'n., 247 Wis. 412, 20 N.W.2d 117; Dobbins v. City Bond Mortgage Co., 343 Mo. 1001, 124 S.W.2d 1111; Morrow v. De Vitt, Tex. Civ.App., 160 S.W.2d 977; Moulton v. Kershaw, 59 Wis. 316, 18 N.W. 172, 48 Am. Rep. 516. In the law of contracts the intent of the parties must be looked to and a contract is not made so long as both parties anticipate that something remains to be done to establish contractual relations.
All. Laundry Sys. LLC v. Stroh Die Casting Co., 2008 WI.App. 180, ¶ 33, 315 Wis.2d 143, 763 N.W.2d 167; Nickel v. Theresa Farmers Coop. Ass'n, 247 Wis. 412, 415-16, 20 N.W.2d 117 (1945). “Courts often consider a quotation a preliminary step in negotiations because it does not have the level of detail and completeness of a typical offer.”
Therefore, the critical question is whether the September 3 proposal was an offer or merely a preliminary step in negotiations. See Nickel v. Theresa Farmers Cooperative Association, 247 Wis. 412, 416, 20 N.W.2d 117, 118 (1945) (courts find it difficult to determine whether price quotation is offer or merely preliminary step in negotiations). Often the level of detail and completeness determines whether the communication is a quotation or an offer.
Wisconsin law recognizes that the question whether certain acts constitute a definite proposal that forms the basis for a binding contract is dependent upon "the nature of the particular acts or conduct in question and the circumstances attending the transaction." Nickel v. Theresa Farmers Coop. Assn., 247 Wis. 412, 416, 20 N.W.2d 117 (1945). Plaintiff's act of sending a specific and detailed quotation under circumstances in which defendant had sought out plaintiff as a supplier demonstrates that the price quotation was a definite proposal so as to constitute an offer.
Whether a quotation constitutes an offer or merely an invitation to make an offer necessarily depends upon the terms of the quotation and the facts and circumstances surrounding its issuance. Nickel v. Theresa Farmers Coop. Ass'n., 247 Wis. 412, 20 N.W.2d 117 (1945); Robert Gordon, Inc. v. Ingersoll-Rand Co., 117 F.2d 654 (7th Cir. 1941). We are satisfied, from the undisputed evidence, that the second quotation of July 10, 1970, was an offer which was accepted by Mark when it issued its purchase order on July 15, 1970.
While the trial court's findings are somewhat incomplete on the reasons for the plaintiff taking title to the land in joint tenancy with his mother, such finding may be supplemented by the written decision of the trial court. Estate of Wallace (1955), 270 Wis. 636, 72 N.W.2d 383; Estate of Olson (1955), 271 Wis. 199, 72 N.W.2d 717; Nickel v. Theresa Farmers Co-operative Asso. (1945), 247 Wis. 412, 20 N.W.2d 117. At the time of the execution of the land contract Mr. Baker, real-estate agent for the seller, told Mrs. Breeden, who accompanied her son, that she had better sign the contract too because the plaintiff was in poor health and it would prevent the necessity of probate.
Such advertisements have been construed as an invitation for an offer of sale on the terms stated, which offer, when received, may be accepted or rejected and which therefore does not become a contract of sale until accepted by the seller; and until a contract has been so made, the seller may modify or revoke such prices or terms. Montgomery Ward Co. v. Johnson, 209 Mass. 89, 95 N.E. 290; Nickel v. Theresa Farmers Co-op. Assn. 247 Wis. 412, 20 N.W.2d 117; Lovett v. Frederick Loeser Co. Inc. 124 Misc. 81, 207 N.Y. S. 753; Schenectady Stove Co. v. Holbrook, 101 N.Y. 45, 4 N.E. 4; Georgian Co. v. Bloom, 27 Ga. App. 468, 108 S.E. 813; Craft v. Elder Johnston Co. 34 Ohio L. A. 603, 38 N.E.2d 416; Annotation, 157 A.L.R. 746. The defendant relies principally on Craft v. Elder Johnston Co. supra.
The statement quoted from the trial court's decision clearly indicates a finding by the court that the property in question was occupied by the deceased to the exclusion of the claimant, but its formal findings, which were filed more than two weeks later, contain no such statement. This court has held that where no formal findings are made the decision is accorded the same consideration and weight as the findings, Will of Daniels (1937), 225 Wis. 502, 274 N.W. 435; United Parcel Service v. Public Service Comm. (1942), 240 Wis. 603, 4 N.W.2d 138, 5 N.W.2d 635; that where both are filed and there is conflict between them, the findings control, Coolidge v. Rueth (1932), 209 Wis. 458, 245 N.W. 186; that where the findings are insufficient in themselves they may be supplemented by the decision, Nickel v. Theresa Farmers Co-operative Asso. (1945), 247 Wis. 412, 20 N.W.2d 117. In Duncan v. Duncan (1901), 111 Wis. 75, 76, 77, 86 N.W. 562, it was said: