Buyer made a bid of $250,000 on real property owned by seller. Buyer notified Ardente that the offer was accepted and forwarded a formal written agreement. Buyer signed the agreement and returned it together with a $20,000 check and a request for confirmation that certain items of furniture would be included in the transaction. Seller refused to sell those items or the property and did not sign the purchase and sales agreement.
Buyer sued for specific performance and seller moved for summary judgment on the grounds that no contract had formed.
The court held that the P’s request for confirmation regarding the additional items was a conditional acceptance and therefore a counteroffer. The court granted D’s motion for summary judgment and P appealed.
Must the buyer’s acceptance be “definite and unequivocal” to be effective?
Where there is an offer to form a bilateral contract, the offeree must communicate his acceptance to the offeror before any contractual obligation can come into being. The acceptance must be transmitted to the offeror in some over manner. The acceptance may not impose additional conditions on the offer, nor add limitations. There can be additions, only if it is made unequivocally clear that the offer would be accepted regardless of additions.
The only expression of acceptance which was communicated to seller was the delivery of the executed purchase and sale agreement accompanied by the letter. Whatever buyer’s unexpressed intention was in sending the documents is irrelevant. The buyer’s acceptance was not absolute and was accompanied by a request for a gratuitous benefit.
** Plaintiffs did not bring up verbal acceptance issue at trial, therefore it is unmentionable.
Rhode Island Case Rule: It is not equivocation, however, “if the offeree merely puts into words that which was already reasonably implied in the terms of the offer.” “And acceptance must receive a reasonably construction and the mere addition of a collateral or immaterial matter will not prevent the formation of a contract.” To show that the acceptance is different “it must be shown that the acceptance differs in some material respect from the offer.” “When the offeree, in its acceptance of an offer, absolves the offeror of a material obligation, the “rules of contract construction and the “rules of common sense” preclude construing that the absolution as an additional term that invalidates the acceptance.