Facts
– Plaintiff, wanted to buy “fork shop” since 1985 – became available in 1987 again.
- Upon notice of this, Ragosta (P) mailed a $2,000 check wanting the property for $88,000.
– Dated September 28th, 1987- Wilder sent $2,000 back – explicitly saying he didn’t want the money cause he didn’t want to be “tied up” – selling two properties at once. Keep the one that was not sold.
- Wilder – returned letter saying he will not sign acceptance offer.
- Up until November 1st, will sell for $88,000.
- *providing property not sold*
- Up until November 1st, will sell for $88,000.
– Phone call – plaintiff assured that no one else was interested in property – plaintiff prepared to accept the offer.
– October 8th – defendant called, 2 days before selling date, that he would not sell.
– Plaintiffs argument
- Wanted $7,500 for closing costs – specific performance.
- Relied on D notice and assurance of sale going thru – D knew of costs incurred upon them.
- Actions to obtain financing could be act of consideration – detrimental.
Procedural History
– Trial court favored Ragosta.
– Supreme Court of Vermont reversed and remanded for judgment – Wilder.
– Trial Courts ruling
- Wilder (D) – made an offer that could only be accepted by performance prior to deadline. Already begun performance
- D can’t back out of offer based upon primary estoppel.
Issue
– Was there a performance on the behalf of the plaintiff that would create an option contract binding? Did it suffice an equitable estoppel? Did it have consideration?
Holding
– No
Rule
– An offer must be accepted for it to be binding – some form of consideration must be present.
Reasoning
– Supreme Court
- D received no consideration for either promise
- Returned $2,000 which would have been consideration cause he wanted to keep it open.
- Not enforceable – lacked equitable estoppel – D could revoke offer to sell.
- There were no facts known to the defendant but unknown to plaintiffs.
- Plaintiffs sought financing before offer to sell was legit.
- Restatement 87- what is tendered must be part of the performance ($88,000).
- P was engaged in preparation for performance.
– *** Plaintiff was not 100% certain that defendant would sell property because of the “if not sold to someone else clause”***
Notes
– Equitable estoppel
- Party must know the facts.
- Party being estopped must intend that his conduct be acted upon.
- Must ignorant of the true facts.
- The party asserting the estoppel must rely on the conduct of the party to be estopped to his detriment.
– Why is fair that the Plaintiffs could back out, but defendant could not?