Appellants’ main contention in this case is, that there was no contract between the parties for the sale of the corn which is the subject-matter of this controversy- — no meeting of their minds in regard to the terms on which it was to be sold. In support of this position appellants say they ordered sound and dry com, understanding that it was to be delivered to them in that condition at Jackson, Mississippi, regardless of the certificate of an inspector as to the condition it was in when inspected at St. Louis. That this is the position of the appellants appears from a letter addressed by them to the respondent on May 12, after the dispute had arisen as to what the contract wás. An excerpt from that letter reads as follows:
“Tour favor of the 11th to hand. . . . We are not dealing with the grain inspector of St. Louis, we are buying from you a specified quality of corn; you send the inspector’s •certificate as an evidence that you are shipping what we buy and you should not expect us to pay for the corn unless we get what we buy. If you allow the grain inspectors through carelessness, incapacity or corruption to ship or cause you to ship us rotten corn when we buy No. 2, you are solely responsible to us.”
The important inquiry, therefore, is, whether the declaration of law given by the trial court that the letters and telegrams read in evidence made a contract of sale according to St. Louis inspection is correct? . It will be observed from the letters quoted in the statement that differences had arisen between these parties concerning the condition of com shipped by respondent to appellants and the terms on which it was sold prior to the dispute which gave rise to this case, and that in those letters the respondent, while allowing certain reclamations made by the appellants, informed the latter in unequivocal language that they did not consider themselves liable, would not pay any more such claims, and sold only on St. Louis inspection. In the letter of April 19, repondent says:
*538“We will allow you the grade of corn you order and use our best judgment to get you good corn, but you must take your chances.”
And again in the letter of April 26:
“We can not quote you strictly dry 2 corn or 2 corn as you know there is none that is strictly dry and can only quote you by St. Louis inspection. We will do the best we can to give you dry corn, but we do not guarantee it.”
On March 30, 1897, respondent had written to the appellants saying:
“We confirm sale to you to-day of about 1,000 bushels 2' white corn at 36 1-2 and 1,000 bushels 2 white corn 37, St. Louis inspection with invoices to be final as to condition and quality of corn.”
Those letters were the basis on which the transactions, out of which the present controversy arose, were founded. Said transactions originated with the telegram of April 29,. sent by the respondent to the appellants offering to sell No. 2' mixed corn at thirty-eight and one-half cents a bushel and' white corn at forty-one and one-half cents a bushel, “same-terms.” The testimony shows without dispute that the words, “same terms,” refer to the terms on which previous sales of corn had been made and the foregoing excerpts from the letters written by the respondent to the appellants make it certain that one of those terms was that the sale should be on St. Louis inspection. What then was lacking to constitute a contract and a meeting of the minds of the parties in regard to the carloads in controversy? The price, the grade of corn intended and by whom this grade was to be determined were all stipulated.
We have not noticed the letter written on the thirtieth day of April to the appellants, in which the respondent says it had accepted appellants order for three thousand bushels mixed corn on the same terms they had been selling before, but did not guarantee the corn to be dry, nor guarantee ap-*539pellants against loss and that it would send a certificate of inspection with each ear, because appellants claim they had made their order of April 29, before receiving that letter, as of course they had, and also claim they sent their telegram of May 1, giving another order, before receiving it, which is not so plain. It is said that in the course of mail the letter of April 30 would not reach Jackson in timei hr be answered on May 1, but we observe that respondent’s above quoted letter of May 11 was received by the appellants and answered on the next day, May 12. Be this as it may, what is certain is that the appellants had previously bought corn from the respondent on an agreement that its quality was to be ascertained and fixed by an inspection at St. Louis and that they were offered this corn on the same terms. It is therefore our opinion that the position that there was no contract between the parties because the respondent offered to sell only according to St. Louis inspection and appellants never agreed to that term of the offer is untenable. This view is strongly corroborated by a telegram sent by Wilkinson & Company to respondent on May 5, after all respondent’s terms were before them, which reads as follows:
“Jackson, Miss., May 5, 1891.
“Gratiot Street Warehouse Co.,
“St. Louis, Mo.
“No invoice. What on earth matter; entirely out, rush here. “D. W. Wilkinson & Co.”
In their letter of May 12 appellants assert they were being damaged by respondent’s failure to fill its contracts to ship good com and a claim for damages on this account was originally preferred by the appellants in their answer, thus recognizing the fact that contracts had been made.
Furthermore, appellants requested declarations of law based on the assumption that contracts for the purchase of *540corn were made with respondent under dates of May 12 and April 19, 1897, but propounding the theory that the sales were executory until the corn had been inspected, accepted and paid for by appellants at Jackson, and that appellants had the right to reject it when it arrived there if it was in bad condition.
It is therefore apparent that at first the issue-of fact between the parties was not whether there was a contract made by the letters and telegrams for the sale of the com, or whether there was a misunderstanding about its terms; but whether the contract made by the letters and telegrams provided for a sale on St. Louis inspection or that appellants were to be allowed-to examine the grain after it arrived at Jackson and reject it if it was unmerchantable.
The trial court declared the contract was for a sale on St. Louis inspection, and we think no^ other conclusion was possible under the evidence and that there was no room for a misunderstanding in view of the correspondence.
It is further urged that respondent, in its telegram of May 1, said nothing’ about.an inspection or other terms of sale, but only quoted the price of corn and therefore the purchases made pursuant to that order can not be held to have been conditioned on a St. Louis inspection. Eut Guy Wilkinson, one of the appellants, testified the contract of May 1 was made on the same basis as the other; and indeed, considering the fact that respondent had repeatedly informed the appellant it would only sell according to' St. Louis inspection, there can be no doubt that the order of May 1 contemplated that mode of fixing the quality of the grain.
That all the cars were examined was conclusively proven and certificates were issued by the inspector, stating they contained No. 2 corn, which was shown to mean sound and dry corn in the St. Louis- market. No evidence was offered to impeach the inspection as dishonest or collusive and, hence, it is final as to the grade and quality of the com shipped. *541When a vendee purchases goods without first seeing them, he usually has the right to make an examination before accepting and paying for them'to see if they are the kind he ordered. But if he makes an agreement by which a third person’s decision on that- point is substituted for,his own, that decision is binding on him in the absence of fraud. Del Bondio v. Dold Packing Co., 79 Mo. App. (K. C.) 465.
Stress is laid on the circumstances that respondent consented to an examination of the grain in the cars at Jackson and had compensated the appellants for losses previously sustained on account of shipments of corn being partly of inferior quality, and the argument is made that those circumstances support the appellants’ position concerning the terms of sale. They would support it, in some measure, if the correspondence left the question in doubt, but would certainly not be conclusive even then, and are of little if any weight when considered in connection with the letters and telegrams, which make an unambiguous contract, and with the oral testimony which explains the concessions. Previous claims by appellants for deductions from the purchase price of shipments had been paid under protest by the respondent, which had finally given notice that it would stand no more such demands nor be responsible for the quality of the corn when it reached Jackson. The language of the letters on this point is most positive, and the evidence is equally clear that appellants were permitted to examine the carloads in controversy merely to induce them to settle.
Appellants make the further point that the corn belonged to the respondent until they had paid the draft drawn on them for the purchase price attached to the bill of lading and sent to a bank in Jackson for collection, and that any change in its condition by which it became unmerchantable prior to the surrender of the bill of lading to the appellants by the bank, entailed a loss to be borne by the respondent as the owner and not by the appellants. This contention simply renews in *542another guise the argument that the corn ivas to be accepted or rejected by the buyers after an examination in Jackson and could only be allowed by totally disregarding the contract that the corn was sold on St. Louis inspection, which contract, we hold, the lower court rightly found was made by the parties. We need not stop to inquire whether the title passed to appellants when the grain was delivered to the carrier in St. Louis to be transported to Jackson; it is enough that they had agreed to buy on St. Louis inspection. When that inspection had determined the grain was of the quality ordered, they became bound by their agreement to accept and pay for it when it reached Jackson and are responsible for the damages respondent sustained by their refusal to do so. The question is not concerning when the title passed, as it would be if the grain had been destroyed in transit, or if respondent was suing for the purchase price, but whether or not appellants kept their agreement, to take it if the St. Louis inspector passed it as being of the quality ordered ? They admitted they refused to take it and in defense of their refusal set up neither that the inspection was fraudulent, nor that the inspector did not certify it to be of the stipulated quality; but that they never agreed to buy on St. Louis inspection.
There was ample evidence to warrant the declaration of law given by the circuit court and its disposition of the cause; we therefore affirm the judgment.
Bmxlay, J., concurs; Bland, P. /., dissents.