Ohio Grain Co. v. Swisshelm

A representative of Ohio Grain Co. (OG) (plaintiff) spoke on the phone with Swisshelm (defendant) about buying soybeans. Swisshelm was a livestock farmer. However, he also dabbled in corn and soybeans, following the markets for these crops and basically knowing that their prices varied with the crops’ quality. During the phone conversation, Swisshelm offered to sell soybeans to OG for $5 a bushel. OG accepted the offer, even though OG had not yet seen the soybeans and did not know the soybeans’ quality. After the conversation, OG sent a confirmation letter to Swisshelm to affirm the purchase of 1500 bushels of soybeans at $5 per bushel. The letter also specified various quality requirements for the soybeans and stated that the price would be lowered if the soybeans did not meet the standards. The letter left space for Swisshelm’s signature and asked that it be signed and returned. The letter also included a note at the bottom saying that keeping the letter without telling OG there was anything wrong with the terms would be an acceptance of the stated terms. Prior to the delivery date given in OG’s confirmation letter, Swisshelm sold the soybeans to someone else. OG had committed to selling the soybeans it expected to receive from Swisshelm, but OG was able to purchase other soybeans for $1,500 more than what the soybeans would have cost under the Swisshelm agreement. OG sued Swisshelm to recover the monetary damage OG suffered. The trial court held that no contract had been formed between the parties and ruled in favor of Swisshelm. OG appealed.