The company he decided that for the current year he

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the company. He decided that for the current year he would purchase the company’s apple requirements from another orchard. Over the course of the summer, Ely heard rumours that an orchard some kilometres distant had acquired a contract to supply his variety of apple to the company, but he did nothing to investigate the matter further. In the fall of that year, he delivered his usual supply in large pallet boxes to the company and placed them in the storage yard. No employees were in the yard at the time, but Ely did not find the fact unusual, as that was typically the case when he made his deliveries in the past. He was not concerned about identification of the crop as each pallet box bore his name and address as well as the variety and quantity. The yard foreman noticed the apples in the supply yard some time later on the day of delivery, and informed the plant manager. The plant manager did nothing about the apples until the next day, when he informed the company president. The company president decided to write a letter to Ely requesting him to take back his apples, but it was Friday, so he left the letter until Monday of the next week. Ely received the letter on the Wednesday, some six days after delivery of the fruit to the company. During the six-day period the apples had remained in the hot sun and had deteriorated from the exposure. Ely refused to take back the apples, and the company refused to pay for them. Advise the parties of their rights in this case, and determine the probable outcome if Ely should bring an action against the company for the value of the goods. Answer: This case involves the effect of a long-standing practice on the contractual rights of the parties. Does the practice established by the parties over the years constitute a standing offer which requires withdrawal by the offeror in order to be terminated? The conduct of the parties in the case would obviously be important. The facts may be considered to raise two separate areas for discussion: (1) the "standing offer," and (2) the conduct of the Plant Manager and Company President, when they discovered that the apples had been delivered. If the delivery constituted an offer to sell on the implied condition that if the Company did not wish to accept the goods they should return them promptly - did the action of placing the apples in a position where they would deteriorate expose the Company to liability for the loss? Did the delay in reaching Ely extinguish the Company's right to reject the goods? These matters should be discussed in class. The past practice of the parties (for some twenty years) may have created a situation where the courts might infer a standing offer, and an obligation on the Company to revoke the offer before acceptance by Ely, or in the alternative, an obligation on the Company to promptly return the goods before they deteriorated. Should a standing offer be determined, then a failure to revoke the offer before acceptance would mean that the

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