Question

Immaculate Jewels Inc., the well-known American jewelry
manufacturers, were interested in selling their products in Israel. They had
heard that Yofi Tachshittim were the leading wholesale distributors of jewelry
in the country. After some negotiations, a contract was signed between the two
parties. Yofi were to distribute Immaculate's products for a period of one year,
with the option of renewal. Only two months had passed when Yiddel, the CEO
of Immaculate received a letter from Yofi, stating that they were ceasing to
market Immaculate's products. The reason given was that Immaculate's products
were of an inferior quality. Yiddel suspects that the true reason is that Yofi
had entered into a contract with their chief competitors on better terms. In
any event, he claims that Yofi must continue marketing his products since they
have a contractual obligation to do so. Yofi counters by arguing that they only
“accepted upon themselves” to market the products, but did not enter into any
actual obligation. Is there any substance to their argument?

Answer

Firstly, let us examine Yofi's stated reason for refusing to continue distributing
Immaculate's products. They argue that the goods are of inferior quality. Do
they have to prove that this is true? Perhaps the burden of proof is on Immaculate,
to show that their jewelry is of good quality? Since Yofi are attempting to
renege on a signed contract, it is obvious that the burden of proof is upon
them. Again, even if they are able to bring satisfactory proof to back their
argument, it is doubtful whether this would be considered acceptable grounds
for terminating a binding contract. Before entering into any agreement to market
or distribute goods, it is up to the distributor to verify the quality of the
goods on offer. If he fails to do so, he is in fact saying that he is prepared
to go ahead with the deal, irrespective of what the product is really like.
We are therefore left with only one question. Does “accepting upon oneself”
to perform an action fall short of entering into an actual obligation to do
so? If there is no difference, then there is no doubt that Yofi are obligated
to continue distributing Immaculate's products till the end of the year.

The Emek HaMishpot (1:28) brings numerous proofs
that “accepting upon oneself” to perform an action is tantamount to a full obligation
to do so. Let us quote a few examples:

In Tractate Kesubos (101b), there is a discussion
as to whether an unsigned document, stating that Reuven owes Shimon a sum of
money, is valid. Rashi explains that the wording of the document is,
“I, Reuven, accept upon myself to pay Shimon one hundred zuz.”
It is clear that Rashi understood there to be no difference between "acceptance"
and “obligation.”

What is the law if Reuven accepted upon himself to provide
sustenance for Shimon without specifying a time limit for his undertaking? The
Remo (Choshen Mishpot 60:3) quotes two opinions. The Rosh (Responsa
6:18) holds that the undertaking is for one year, but not longer. The Rashbo
(Responsa
Vol.6, No.5) argues that the undertaking is open-ended, for as long as Shimon
is in need of sustenance. The point of argument is whether in order to meet
an obligation for a non-specified period it is necessary to do the minimum (Rosh
– the
year is only because the sum of one hundred coins per year was mentioned in
the case in question) or that the commitment is indeed open-ended (Rashbo).
What
they have in common is that they both state that the obligation was made using
the words, “I accept upon myself.” Once again, we see that “accepting upon oneself”
is the equivalent of an obligation.

We can
therefore conclude that Yofi must undoubtedly continue to distribute Immaculate's
product until the year is up.