leged, namely, that they entered into a contract. The follow ing authorities, while not precisely in point, clearly sustain the principles contended for above. (Hall v. Gilman, 79 N. Y. Supp. 303, 77 App. Div. 458; Fire Ass'n of Phila. v. Ruby, 60 Neb. 216, 82 N. W. 629.)

Upon the question as to the rights under offers such as the one in question here, and when and how they become effective and binding, see the following authorities: 1 Page on Contracts, section 38, and cases cited; 1 Beach on the Modern Law of Contracts, sections 35-40; Bishop on Contracts, section 321 et seq.; Pomeroy on Contracts, section 58 et seq., Frue v. Houghton, 6 Colo. 318-324; Sherwin v. Cash Regis ter Co., 5 Colo. App. 162, 38 Pac. 392; Laclede Constr. Co. v. Tudor Iron Works, 69 S. W. 384, 169 Mo. 137; Justice v. Lang, 42 N. Y. 493, 1 Am. Rep. 576; Justice v. Lang, 52 N. Y. 323; Sellers v. Greer, 172 Ill. 549, 50 N. E. 246, 40 L. R. A. 589. There is also another view, however, upon which the complaint may be sustained. When a complaint is attacked by a general demurrer, it must be tested as to sufficiency in the light of all the facts stated, and the inferences naturally arising from such facts. The appellants further alleged in the complaint that they, "on the 7th day of November, 1903, and at divers other times prior thereto," demanded a delivery of the seed from the respondents. They also allege that ten days from the making of the memorandum was a reasonable time in which to deliver the seed, and that respondents could have delivered the same within that time had they chosen to do so. In order to avoid the inference that a demand for the seed constituted an acceptance (since a demand would necessarily imply that the thing demanded was or would be accepted) it is argued that since appellants fixed ten days as a reasonable time in which to deliver the seed, therefore demand subsequent to that time would be beyond a reasonable time in which an acceptance could have been made. Here again all the allegations must be given effect as against a general demurrer. No doubt the appellants had the right to demand delivery of the seed at any time after acceptance of the offer. They also, in the absence

of any stipulation, as a matter of law, had a reasonable time in which to accept the offer if not accepted simultaneously with the offer, unless the offer had been withdrawn betore acceptance; and the respondents, by the same law, had a reasonable time in which to deliver the seed after notice of acceptance, and a demand for it would constitute such notice. Whether ten days would be a reasonable time or not is a question of fact, and whether a demand for the seed, constituting an acceptance of the offer to sell, was made within a reasonable time or not is likewise a question of fact in view of all the circumstances. Appellants having alleged several demands, the last of which was about three weeks subsequent to the offer, are not precluded from proving that a demand or acceptance was in fact made at the time of the offer, or at any time prior to and including the 7th day of November, 1903, following the date at which the offer was made. As the allegations now stand, all of which are admitted by the demurrer, repeated demands were made. Independently, therefore, of the allegation that the parties "entered into" the contract hereinbefore discussed, we think that the appellants may, under their allegations of demand, show an acceptance of the offer, and, under their allegations that they have already been ready, able, and willing to pay, prove the fact, if such be the fact. Upon such proof it is for the triers of fact to say whether the offer has in fact been accepted, and whether this was done within a reasonable time, and whether the respondents are in default or not. Ther? is in this case no question respecting the sufficiency of the offer. It names the parties, the thing offered for sale, the amount sold, and the price to be paid therefor, and the conditions and place of delivery. From the acceptance of the offer, the law supplied the other necessary elements, namely, a promise to pay and a reasonable time to deliver, and thus made it a completed contract, from which, in case of a breach by either, the rights of the other and the measure of damages can be ascertained. When this can be done the contract is sufficiently specific to admit of enforcement. Tested by the rules outlined above, the complaint is sufficient in

its averments to withstand a general demurrer, and the memorandum sufficiently specific to admit of enforcement.

In addition to the authorities cited above, there are at least two cases precisely in point. Bowers v. Whitney, 88 Minn. 168, 92 N. W. 540, presents a case where the memorandum sued on was as follows: "I hereby agree to deliver at Gable eight hundred bushels of No. 2 rye to Bowers Bros. on or before September 25, 1901. Price to be 36 cents per bushel. [Signed] M. C. Whitney. Leland Coates. Bowers Bros., Witnesses." The plaintiffs in that case alleged the making of the memorandum, setting forth a copy in the complaint, and, in addition, alleged that they had agreed to pay for the rye, a demand for the rye, and a refusal to deliver the same, and prayed for damages. The defendant denied the making of the memorandum sued on. At the trial, the plaintiffs offered the writing in evidence, and, in connection therewith, offered to prove that they, at the time the memorandum was made, accepted its terms, and that they had demanded delivery of the rye, which was refused. The trial court sustained an objection to the offer to prove on the ground that the memorandum was not complete in itself, and that it could not be aided by parol evidence in order to make it complete, and dismissed the action. The Supreme Court, however, held that the evidence offered was proper, and reversed the judgment of dismissal. The case of Wemple v. Knopf, 15 Minn. 440 (Gil. 355), 2 Am. Rep. 147, is the same in its facts and rulings as the Bowers Case, supra. The only difference between those two cases and the one at bar is that the memorandum passed on in those cases fixes the time of delivery, while in the case at bar no time limit is given. In the absence, however, of such a limit, the law fixes a reasonable time, and this supplies the thing omitted in the memorandum in the case at bar. There is no difference in principle bctween the two cases and the one at bar, and we think they are based on sound principles of law. The cases cited by counsei for respondent, not already noticed, do not affect the principle of law announced in this opinion. McDonald v. Bewick, 51 Mich. 79, 16 N. W. 240, is based upon the fact that in

that case there was no acceptance of the offer. If this should ultimately be established as a fact in this case, there could be no recovery. The case of Davis v. M. Co., 2 Utah 74, does not disclose the terms of the contract, and therefore the statement in the opinion that it was unilateral and unenforceable may have been correct. Without a statement of what the provisions of the contract were, however, we cannot determine whether it should be regarded as an authority upon the question presented in this case or not.

It follows from the foregoing views that the court erred in sustaining the demurrer. The judgment is reversed, and the case remanded, with directions to the court below to overrule the demurrer, to permit the respondents to answer, if they are so advised, and to proceed with the case in accordance with the views contained in this opinion. Costs to appellant.

RITCHIE, J., concurs.

MCCARTY, C. J., (dissenting).

In my opinion, the complaint in this case does not state facts sufficient to constitute a cause of action, and hence the trial court did not err in sustaining the demurrer interposed by respondents, and I therefore dissent from the result arrived at in the foregoing opinion written by Mr. Justice FRICK.

Appellants base their right for a recovery in this action upon the alleged breach by respondents of a "certain writte contract," and not upon a contract partly in writing and partly oral. The allegations of the complaint wherein the terms of the alleged contract are pleaded are as follows: "The said plaintiffs and defendants entered into a certain written contract in words and figures following to wit: Oct. 16, '03. I hereby sell and agree to deliver to Bailey & Sons, at their place of business in Logan City, Utah, 125 bushels of lucern seed, at the rate of 10 3-4 cents per pound after said seed is recleaned; said seed to be in said David and Andrew Leishman's sacks. [Signed] Andrew Leishman. David Leishman. That thereby, and by the terms of the said contract,

the said defendants had agreed to deliver the said seed to said plaintiffs at said Logan City within a reasonable time, and these plaintiffs allege and aver that ten days or less time after the making of the said contract was a reasonable time within which to deliver the said seed." I think it is apparent that the writing signed by respondents constitutes the entire alleged contract sued on in this action.

I concur in the prevailing opinion wherein it is said:

"For the purposes of this decision, we will assume the contention of counsel for respondents that the memorandum sued on is a mere offer to sell made by respondents to appellants. As an offer, therefore, it was subject to acceptance by appellants, and was not intended as a complete contract, and would not be such unless and until acceptance."

And, as stated in the opinion, such acceptance could be made either orally or in writing. I also agree with that part of the opinion which reads as follows:

"It is further argued that the complaint is insufficient because there is no allegation that the offer made by respondents was accepted by appellants. If this be so, then, of course, there could be no enforceable contract, and hence no cause of action."

But I fail to find any allegation in the complaint which alleges an acceptance by appellants, or any allegation from which an acceptance can be inferred within the ten days which appellants by the allegations of their complaint fixed as a reasonable time for respondents to have delivered the seed from the date of their written offer. In fact, counsel for appellant, in their oral argument of the case before this court, did not contend, nor do they claim in their printed briefs, that the complaint in terms alleges an acceptance, or that there was in fact an acceptance by appellants. Their contention is that the written offer of respondents constituted a complete contract. In their brief they say: "Defendants not only gave their word but also their written contract signed by both of them to deliver this seed at a specific price and place. Herein we find all the terms of a good contract." And again, "Leishman Brothers are the parties to be charged, and