Citation. 156 Vt. 390, 592 A.2d 367, 1991 Vt. 92
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Defendant had made a written counter-offer to sell a piece of property “at anytime up until November 1, 1987.” Plaintiffs telephoned in response stating that they would accept the offer. Prior to November 1, Defendant said he was no longer willing to sell even though he knew that plaintiffs had begun loan processing and were preparing to close the sale.
Synopsis of Rule of Law.
An offer that does not by its terms guarantee to sell to a certain party will be revocable. The offeror is not estopped from revoking an offer by the offeree’s reliance when offer by its terms indicates circumstances that would revoke the offer. An offer will not be held irrevocable when there is no consideration to hold the offer open for a particular time.
Facts.
Plaintiffs began looking for financing in anticipation of a sale in September and had offered defendant a $2000 check along with an offer to purchase.
Defendant made a counter-offer to sell for $88,000 but refused the $2000 check. The counter offer said he would sell it to them for 88,000 up to Nov. 1, “providing said property has not already been sold.”
Plaintiffs verbally accepted the offer on October 1.
Plaintiffs had originally planned to close the deal on October 8, but called on October 6 to say that it would October 10.
On October 8, Defendant called and said he was no longer interested in selling at which time Plaintiffs informed him that they would be at bank prepared to close at 10am on October 15.
Issue.
Whether the promise to keep the offer open was enforceable.
Whether Plaintiffs had accepted the defendant’s offer to sell.
Whether defendant was estopped from revoking his offer to sell on a theory of equitable estoppel because Plaintiffs had already begun performance in reliance on the offer.
Held.
Defendant received no consideration for the promise to keep the offer open, therefore it was not enforceable. Defendants undertook to obtaining financing but the Court did not believe that was consideration for the defendant to keep the offer open, since financing was not bargained for, and plaintiffs had begun the financing process before the offer.
The offer to sell could only be accepted under its terms by performance prior to the November 1, deadline. At the time of the revocation, October 8, defendants had not completed performance.
Plaintiffs did not meet the requirements for equitable estoppel since there were not facts known to Defendant and not known by them. There was no assurance that Defendant would definitely sell the property to Plaintiffs when he said no one else was interested. The agreement was that property would be sold to plaintiffs if it was not sold to another first and thus the Defendant did not intend that his conduct be acted upon under the belief that he would not sell it to another party. Further, Plaintiffs assumed the risk of getting financing before defendant made the offer.
Discussion.
Plaintiffs’ reliance was not reasonable because the offer clearly stated that defendant would only sell to Plaintiffs if the property wasn’t already sold, his offer was no guarantee that he would sell it to them, therefore he could not be estopped from revoking the offer. It was clearly not irrevocable. There was no way to bind the offer without performance of delivering the $88,000.
