majority">Mr. Chief Justice Shepard

delivered the opinion of the Court:

Where a contract is sought to be established through an offer and acceptance, it is essential that the minds of the parties shall meet upon a definite proposition. If a certain, definite offer be submitted by letter or telegram, and accepted before withdrawal, without condition or change of terms, there is a contract.

The plaintiff’s contention is that the telegram of April 11 (No. 23 above) contained such a definite, certain offer, and that the same was unconditionally accepted as made, by his telegram in reply, April 12 (No. 24). His argument is that the words of defendant’s telegram, “with time concession can *225close immediately,” are equivalent to saying that with the time concession he will close immediately. It is true that whatever contract may have been finally concluded must be found in the two telegrams referred to. The surrounding circumstances disclosed by the other telegrams and letters may, however, be more or less helpful in ascertaining the meaning of the defendant’s telegram No. 23, which plaintiff accepted in his reply telegram No. 24. The learned trial justice, in directing the verdict, expressed the opinion that defendant’s telegram No. 23 did not make a definite, certain offer, the acceptance of which would make a contract. His conclusion was that the defendant meant thereby that, with the concession in price and time, he could or would be able to close a contract for purchase. He also expressed the opinion that there was, at that time, no certain date of extension fixed or agreed upon; and, moreover, that the six months’ extension, if agreed to by the railway company’s representative, had never been communicated to defendant. We see no reason to differ with his conclusion that telegram No. 23 was not such a certain, definite offer of purchase the acceptance of which concluded a contract. It is true that the words “can close” may, under certain circumstances, be regarded as meaning the same thing as “will close;” hut the circumstances disclosed here seem to indicate a different meaning. While the plaintiff and the defendant, only, would be bound by the contract of purchase and sale, if made, the plaintiff was not the owner and possessor of the shares, but was, in fact, assigning his contract with the railway company. Any extension of time or change of the place of delivery were dependent upon its consent. On the other hand, as plaintiff well knew, the defendant’s ability to purchase depended upon his ability to induce the other persons to take an interest under any contract he might make, and to advance the large sum of money required. His telegrams and letters showed this, and plaintiff stated the fact to Britton. Defendant was evidently anxious to make the purchase at the price named, but the sum of money was large and not readily secured; and for this he was dependent upon satisfying his *226associates. Their undertaking was with him, and they were not bound to him by any offer of his to the plaintiff, unless made by their authority, or with their approval. In the light of this situation, disclosed by all the surrounding circumstances, it was quite natural that he should use the words “can close” instead of “will close,” advisedly; intending thereby to convey the meaning that, with certainty as to the 25-cent commission and the time extension, he believed he would be able to procure the approval of his associates, and their immediate advancement of the necessary cash payment.

As illustrating Collin’s situation and meaning, attention is called to telegrams preceding No. 23. See first, Rankin’s telegram of April 8 (No. 15) the concluding words of which are “Will not ask this (referring to a short extension) unless advised definitely you can and will close if these terms secured.” In telegram (21) of the 10th, Collins said, “can handle all on time arrangement suggested. As profits must be divided in three cannot stand commission. Will pay twenty five cents an acre as sold. Return to Helena tonight. Can probably close this basis.” Rankin replied: “Twenty five cents, no inducement. One dollar an acre on entire lot sold necessary to secure extension. Please understand I am acting under definite instructions • and at the same time trying to help you land entire deal.” It was to this that Collins replied (telegram 23), standing out for 25 cents commission, and saying: “With time concession can close immediately.” Collins, however, found that he could not close on that basis, as shown by the subsequent telegrams. While himself willing for the scrip to be paid for and delivered in Washington, his associates demanded delivery in Helena; they wanted the scrip in hand when they parted with their money. They also demanded that the agreement for the extension be sent at the same time. Plaintiff replied that “the agreement required payment here (AVashington) last Saturday,” and that he feared loss of deal if delivery be asked at Helena. He advised payment here, to-morrow, and concluded: “Assured smooth sailing after first payment.” •The agreement referred to could mean none other than that *227between plaintiff and the railway company as the agreement claimed with defendant could only have been made by the acceptance of the day before, which was Tuesday. So far, too, there had been no statement of an agreement by the railway company to the six months’ extension of time for the second payment; and plaintiff’s telegram of April 14, requiring- payment as necessary before 3 o’clock, contained this only: “Again assure you satisfactory future treatment, and am speaking advisedly. Cut your strings or we will lose the deal.” During this subsequent negotiation relating to delivery there was no intimation by Rankin that he considered the contract closed by his telegram of acceptance (No. 24). On the contrary, both parties seemed to act upon the idea that no contract had been closed, and that Collins was still trying to bring his associates to a conclusion. On the same day, when defenddant’s associates learned that plaintiff had contracted for the scrip at $10 per acre instead of $12, as stated in his purported copy of his contract with the railway company, they refused to go on with the contract.

The learned justice is also right in saying that at the time of the telegram of acceptance no certain time of extension of the deferred payment had been fixed. Previous telegrams relating to extensions mentioned different periods, but none as long as six months. In a former telegram of 10th (No. 20), Rankin, in making- an offer, had said he would make “ a hard fight for six months’ time on second half;” and this was replying to one of Collins’s of same day. (No. 19), who, announcing that he was starting to Denver, said, “expect perfect financial arrangement by fifteenth other payments May twenty and July one. Get the extension.”

It seems, however, that Collins must have finally understood in some way that the time extension would be six months, for he asked that the agreement therefor be sent along with the scrip; and stated that a letter from Britton & Gray to that effect would be sufficient. It does not appear that this was the definite certain time of extension demanded by one party and accepted by the other. In.two telegrams of Rankin after *228the contract, according to his view, had been concluded, which had been sent in an effort to secure the actual close by payment, he assures “smooth sailing after first payment,” and “satisfactory future treatment.” Not once does he say that the extension agreement had been obtained, or that Britton & Gray had written the latter, granting it. Rankin’s purpose in making the contract with the railway company was to assign it at a profit, and this he undertook to do to Collins. While he, alone, was dealing with Collins, both knew that the extension of time for payment was not within his power, but must be obtained from the railway company. Although it appears that Britton & Gray, as the company’s representatives, had notified Rankin on the 12th that the extension would be granted, no such extension was executed, and there was no notice given Collins that it had been consented to, much less executed. Upon the whole, we agree with the trial court that the correspondence between the parties does not show a contract between them, and he did not err in directing the verdict.

The judgment is affirmed with costs. Affirmed.

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