DAVIS SEWING MACHINE COMPANY
v.
RICHARDS & ANOTHER
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Davis Sewing Machine Company sought to enforce a guaranty of a debt, but the Supreme Court held that the guaranty was merely an offer that was never accepted by the creditor company and therefore did not create a binding contract. The Court established that a guaranty requires mutual assent to be enforceable, and when the guarantor signs without any prior request or contemporaneous consideration from the creditor, acceptance by the creditor is necessary to complete the contract—which did not occur here since the creditor did not approve the guaranty until after goods had already been supplied.
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Mr. Justice Gray delivered the opinion of the court. After, stating the facts in the language above reported^ he continued:
The decision, of this case depends , upon the application of the rules of law stated in the opinion in the recent case of Davis v. Wells, 104 U. S. 159, in which the earlier decisions of this court upon the subject are reviewed.
Those rules may be summed up as follows: A contract of guaranty, like every other contract, can only be made by the mutual assent of the parties. If the guaranty is signed by the guarantor at the request of the other party, or if the latter’s agreement to accept is contemporaneous with the guaranty, or if the receipt from him of a valuable consideration, however small, is acknowledged in the guaranty, the mutual assent is proved, and the delivery of the guaranty to him or for his use completes the contract. But if the guaranty is signed by the guarantor, without any previous request of the other party, and in his absence, for no consideration moving between them except future advances to be made to the principal debtor, the guaranty is in. legal effect an offer or proposal on the part of the guarantor, needing an acceptance by the other party to complete the contract.
The case at bar belongs to the latter class. There is no evidence of any request from the plaintiff corporation to the guarantors, or of any consideration moving from it and received or acknowledged by them at the time of their signing the guaranty. The general words at the beginning of the guaranty, “ value received,” without stating from w-hom, are quite as consistent with a consideration received by the guarantors from the principal debtor only. The certificate of the sufficiency of the guarantors; written-by the plaintiff’s attorney under the guaranty, bears date two days later than' the guaranty itself.- The plaintiff’s original contract with the principal debtor was not executed by the plaintiff until after that. The guarantors had no notice that their sufficiency had been approved, or that their guaranty had been accepted, or even that the original contract had been1 executed or assented to by the plaintiff,--until long afterwards, when payment was demanded of them for goods supplied by the plaintiff to the principal, debtor. Judgment affirmed.
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Ferst v. Blackwell, 39 Fla. 621 (Fla. 1897)…tance was necessary. Wildes vs. Savage, 1 Story, 22; The New Haven County Bank vs. Mitchell, 15 Conn. 206; Bushnell vs. Church, 15 Conn. 406; Neagle vs. Sprague, 63 Ill. App. 25; Davis vs. Wells, 104 U. S. 159; Davis Sewing Machine Co. vs. Richards, 115 U. S. 524, 6 Supt. Ct. Rep. 173. It is true the defendant testified that at the time he .gave plaintiffs’ agent the paper, they both thought there would be no necessity to use the guaranty, as it was decided between them that the $800 then ad [*626] vanced b…
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United States Fid. & Guar. Co. v. Riefler, 239 U.S. 17 (U.S. 1915)…completed contract of indemnity or guaranty? (2) Or was it merely an offer to become indemnitors or guarantors, requiring notice of acceptance by the Company in accordance with Davis v. Wells, 104 U. S. 159, and Davis Sewing Machine Co. v. Richards, 115 U. S. 524? (3) And, if in substance the instrument w;as merely an offer, does the fact that it was in the form of a bond under seal take it out of the rule of those authorities?” If the bond in suit had been delivered directly to the Company and had been pro…
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Moses v. Lawrence Cnty. Bank, 149 U.S. 298 (U.S. 1893)
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- Davis v. Wells, 104 U.S. 159 (U.S. 1881)