J. & T. Barr v. Lapsley Et Al‪.‬

The object of this bill is to obtain a specific performance of an alleged agreement to receive a quantity of cotton bagging, at a specified price, in satisfaction of certain judgments at law. The defendants deny that the circumstances proved ever rendered the agreement final and obligatory upon them; and this is the principal, perhaps the only, question the case presents. It appears that the complainants were indebted to one West, who assigned this debt, (the unliquidated,) together with the residue of his estate, to Lapsley et al.; that Lapsley liquidated the debt with the Barrs, and took their notes payable at different periods, making up, together, the amount due. These notes having become due, and judgment being recovered on some of them; in October, 1811, the Barrs addressed a letter to Lapsley, in which they offer to pay him in cotton bagging, at thirty-three cents per yard, by instalments, at certain periods. On the 17th of December, in the same year, Lapsley answered their communication, and the following words, contained in that letter, are all that the court deem material to the point on which they propose to found their decision. 'We are willing to take cotton bagging in liquidation of the three last notes, delivered at the period you propose, but not at the price you offer it.' 'We expect that you give us satisfactory accounts for the punctual performance of your engagements, and to this effect we shall direct Mr. McCoun, to whom we propose to write by the next mail.' On another passage of this letter, and a letter written by West, on the 18th of December, it has been contended, that certain conditions were imposed upon the Barrs, which it was incumbent upon them to comply with, before they could claim the benefit of the offer contained in Lapsley's letter. But, as the opinion of this court is made up on a ground wholly unaffected by this question, we deem it unnecessary to notice this point. It appears that Lapsley never, in fact, instructed McCoun on the subject of this letter of the 17th of December. But Warfield, the agent of the Barrs, (who were absent from home on the receipt of that letter,) supposing his principals to be referred to McCoun as the authorized agent of Lapsley, notified to him the acceptance of Lapsley's offer, and remained under the impression that the agreement had become final, notwithstanding McCoun's declining, altogether, to act, for want of instructions. Lapsley, on the other hand, alleges, that the notification of acceptance ought to have been made to himself, and assigns the want of an answer from the Barrs as his reason for never having given instructions to McCoun.