immoral, it will be enforced here, notwithstanding that a similar contract made in Massachusetts would be held void as against public policy. Greenwood v. Curtis, 6 Mass. 358; Forepaugh v. Delaware, Lackawanna & Western Railroad, 128 Penn. St. 217, and cases cited; In re Missouri Steamship Co., 42 Ch. D. 321, 326, 327; Liverpool and Great Western Steam Co. v. Phenix Ins. Co., 129 U. S. 397.

Judgment for the defendant.34

BENTON v. SPRINGFIELD YOUNG MEN'S CHRISTIAN ASSOCIATION.

170 MASSACHUSETTS, 534.-1898.

Action in contract by Benton against the Springfield Young Men's Christian Association to recover damages for the refusal of the Association to allow him to perform the duties of architect in the erection of a building. Plaintiff made an offer of proof of his whole case in writing, upon which the trial court ruled that, as matter of law, it was not sufficient to maintain the action, and gave judgment for defendant. Plaintiff alleged exceptions. The facts appear in the opinion.

ALLEN, J. The "notice to architects" issued by the committee of the defendant invited the plaintiff and other architects "to participate in the competition for plans, on the conditions" therein stated. One of these conditions was that "the committee reserve the right to reject any and all of the designs submitted." According to the plaintiff's offer of proof, he presented to the committee a full set of drawings of the proposed building. Other architects did the same. The committee thereupon, on May 19, 1893, passed a vote "that we proceed to examine drawings and specifications presented to us on basis of compliance with each and every requirement in our letter of invitation; and, after considering and discussing each requirement separately, a vote of the committee be taken as to which plan best meets the letter of requirements and the needs of the Association, and that, on completion of this examination, we select the architect who has the largest number of

34 Accord: Zimmer v. N. Y. C. etc. R., 137 N. Y. 460; Ballou v. Earle, 17 R. I. 441.

votes." The offer of proof also states that the committee "agreed that the person who should receive the greatest number of votes should superintend the construction of the same." This can mean only that they so agreed amongst themselves. The next day, another meeting of the committee was held, and the plaintiff was found to have received the greatest number of first marks in the competition. Afterwards at this meeting the committee voted to reject all the plans submitted, and to return them to their owners, and all the plans were rejected. Immediately after this vote had been passed, another vote was passed that the plaintiff "be chosen architect in accordance with the vote of last night"; the words "vote of last night" having reference to the receipt of the greatest number of first marks. This vote remained upon the books of the defendant for forty days without being changed, at the end of which time it was rescinded. The committee did not, as a committee, communicate this vote to the plaintiff or ask him to act under it, but two members of the committee notified him that he had been appointed as architect of the building, and this fact was known to the secretary of the committee, and also to other members of the committee, who made no objections to the notification, and did nothing in regard to the matter until the time of passing the vote of rescission. On July 3, 1893, the plaintiff wrote a letter to the committee claiming to act as architect, and saying that he had just heard that the committee had lately taken action which appeared to show their intention to deprive him of the position. The committee answered that no contract with him had been made. The offer of proof stated that this letter of the plaintiff was written within the forty days; but, by the dates given, the time is forty-four days. No explanation of this apparent inconsistency has been given to us, but in the view we take of the case it becomes immaterial. The subsequent statement that these letters were not written until after the vote appointing the plaintiff had been upon the books for about forty days, and the members of the committee had known that the plaintiff had been notified as aforesaid, must be construed to refer only to those members of the committee previously referred to, as knowing the fact of the notification given to the plaintiff by two members of the committee.

It is apparent, in the first place, that no contract arose out of the "notice to architects" and the presentation of plans by the plaintiff, because the right to reject any and all of the designs sub

mitted was expressly reserved, and this right was exercised by a formal vote.

The plaintiff, however, contends that his presentation of plans was an offer of his services as architect of the building, and that this offer was accepted by the vote of May 20th. There is nothing in the offer of proof to support this position. The notice to architects called simply for the submission of plans, with a description and explanation of them. Rejected designs were to be returned to their authors without any compensation. The plaintiff submitted drawings "in the manner specified." There is nothing to show that, either by express words or by implication, he offered or was understood to offer his services as architect, unless his plans should be accepted. The vote rejecting his plans rejected all that he had offered.

The new vote, that he be chosen architect, was not an offer to him. It was not communicated to him by the committee, nor voted to be so communicated. Those members who gave notice of the vote to the plaintiff did not act for or by authority of the committee. Their notification was not official, and did not purport to be so. The vote did not specify any terms or duties in detail, and it was not in form or intention a contract or the offer of a contract. It was merely an initiatory step, signifying the intention or purpose of the committee, and was not an act by which they meant to be bound as by a contract. If the plaintiff had notified them at once that he would act as architect, in pursuance of their vote, they might have answered that their vote was not a proposal or offer to him. Shaw v. Stone, 1 Cush. 228, 244; Dunham v. City of Boston, 12 Allen, 375; Sears v. Railway Co., 152 Mass. 151; Edge Moor Bridge Works v. Bristol County, 170 Mass. 528.

If the plaintiff's letter was sent after the formal rescission of the vote, the plaintiff would fail to maintain his case for the additional reason that his acceptance of an offer after it had been recalled would be too late. But the decision is not put upon that ground, because, upon the facts stated, the vote was not a proposal or offer to him, and he could not convert it into a contract by signifying his acceptance of it, even though he acted promptly. Exceptions overruled.

Acceptance must be communicated.

DUNLOP v. HIGGINS.

IN THE HOUSE OF LORDS, FEBRUARY 21, 22, 24, 1848.

DUNLOP AND OTHERS, Appellants.

VINCENT HIGGINS AND OTHERS, Respondents.

(Reported in 1 House of Lords Cases, 381.)

This was an appeal against a decree of the Court of Session, made under the following circumstances: Messrs. Dunlop & Co. were iron masters in Glasgow, Messrs. Higgins & Co. were iron merchants in Liverpool. Messrs. Higgins had written to Messrs. Dunlop respecting the price of iron, and received the following answer: "Glasgow, 22d January, 1845. We shall be glad to supply you with 2000 tons, pigs, at 65 shillings per ton, net, delivered here." Messrs. Higgins wrote the following reply: "Liverpool, 25th January, 1845. You say 65s. net, for 2000 tons pigs. Does this mean for our usual four-months' bill? Please give us this information in course of post, as we have to decide with other parties on Wednesday next." On the 28th Messrs. Dunlop wrote, "Our quotation meant 65s. net, and not a four-months' bill." This letter was received by Messrs. Higgins on the 30th of January, and on the same day, and by post, but not by the first post of that day, they despatched an answer in these terms: "We will take the 2000 tons pigs you offer us. Your letter crossed ours of yesterday, but we shall be glad to have your answer respecting the additional 1000 tons. In your first letter you omitted to state any terms; hence the delay." This letter was dated "31st January." It was not delivered in Glasgow until 2 o'clock P. M. on the 1st of February, and, on the same day, Messrs. Dunlop sent the following reply: "Glasgow, 1st February, 1845. We have your letter of yesterday, but are sorry that we cannot now enter the 2000 tons pig-iron, our offer of the 28th not having been accepted in course." Messrs. Higgins wrote on the 2d February to say that they had erroneously dated their letter on the 31st January, that it was really written and posted on the 30th, in proof of which they referred to the post-mark. They did not, however, explain the delay which had taken place in its delivery. The iron was not furnished to them, and iron having risen very rapidly in the market, the question

whether there had been a complete contract between these parties was brought before a court of law. Messrs. Higgins instituted a suit in the Court of Sessions for damages, as for breach of contract. The defense of Messrs. Dunlop was, that their letter of the 28th, offering the contract, not having been answered in due time, there had been no such acceptance as would convert that offer into a lawful and binding contract; that their letter having been delivered at Liverpool before eight o'clock in the morning of the 30th of January, Messrs. Higgins ought, according to the usual practice of merchants, to have answered it by the first post, which left Liverpool at three o'clock P. M. on that day. A letter so despatched would be due in Glasgow at two o'clock P. M. on the 31st of January; another post left Liverpool for Glasgow every day at one o'clock A. M., and letters to be despatched by that post must be put into the office during the preceding evening, and if any letter had been sent by that post on the morning of the 31st, it must have been delivered in Glasgow in the regular course of post at eight o'clock in the morning of the 1st of February. As no communication from Messrs. Higgins arrived by either of these posts, Messrs. Dunlop contended that they were entitled to treat their offer as not accepted, and that they were not bound to wait until the third post delivered in Glasgow at two o'clock P. M. of Saturday, the 1st of February (at which time Messrs. Higgins' letter did actually arrive), before they entered into other contracts, the taking of which would disable them from performing the contract they had offered to Messrs. Higgins.35

Mr. Bethell and Mr. Anderson, for the appellants.

Mr. Stuart Wortley and Mr. Hugh Hill, for the respondents, were not called on.

THE LORD CHANCELLOR.36 The case certainly appears to me one which requires great ingenuity on the part of the appellants, because I do not think that, in the facts of the case, there is anything to warrant the appeal. The contest arises from an order sent from Liverpool to Glasgow, or rather a proposition sent from Glasgow to Liverpool, and accepted by the house at Liverpool. It is unnecessary to go earlier into the history of the case than the letter sent from Liverpool by Higgins, bearing date the 31st of

35 The statement of the proceedings in the lower courts have been omitted.

36 Lord Cottenham. Portions of the opinions are omitted.