This section contains the nature of the case and procedural background.

On November 19, 1949 D made and delivered to P a written offer with reference to the purchase of certain real estate. On January 20, 1950, Clements Paper Company made a written acceptance of that offer. D refused to go forward with the transaction and P brought suit for specific performance or, in the alternative, for damages. D claimed it had withdrawn the offer before its acceptance. P was represented in this transaction by its Vice-President, Mr. Williams. He wrote the letter of January 20, 1950, accepting the offer. Williams who had the authority to accept the November 19th offer, withheld acceptance and undertook on several occasions to get in touch with D for the purpose of procuring, if he could, a better deal. Williams D on the phone on January 13 and 'told him that we were ready to go through with it and I would like to discuss it with him.' Williams wanted to discuss with D whether D would permit P to retain an easement for certain purposes through the property. D said, 'he thought they might not go through with it.' Hoover said, “He didn't think they were going through with the proposal and that he would call me on January 17.” Williams was very much shocked when he heard from D that they didn't plan to go through with it. Williams thought D refused to commit that he would go through with the transaction. The courts ruled for P and D appealed.

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