Defendants offered to sell residential property in the city of Newport. Ernst Plaintiff bid $250,000 for the property which was accepted. Plaintiff attorney forwarded purchase agreement with a check for $20,000 and a letter asking for furniture and fixtures to remain with the property. The Defendant refused. Plaintiff sued seeking specific performance. The trial court rejected the plea. Plaintiff appealed.
A valid and legitimate acceptance that is equipped for shaping a substantial contract must be definite and unequivocal and must not force extra conditions or constraints on the offer unless such conditional language is clearly independent of the actual acceptance.
In August 1975, William and Katherine Horan (defendants) offered to sell residential property in the city of Newport. Ernst Ardente (plaintiff) offered $250,000 for the property. The Horans' lawyer conveyed that the offer was satisfactory and arranged a buy and deal understanding which he sent to Ardente. Ardente executed the sale agreement, and his lawyer sent it back to the Horans. Ardente likewise included with the understanding a check for $20,000 and a letter inquiring as to whether certain furniture and fixtures were a piece of the exchange and asking for that they stay with the property. The Horans declined to offer the things recorded by Ardente and returned the unsigned purchase and sale agreement with $20,000 deposit to Ardente. The Horans declined to pitch the property to Ardente, and Ardente sued looking for specific performance. The trial court decided that Ardente's letter constituted a conditional acceptance of the Horans’ offer to sell their property and thus must be construed as a counteroffer. The Horans never acknowledged the counteroffer and subsequently no agreement was framed, so the trial judge allowed the Horans' movement for outline judgment because no truths were in question and no agreement had been shaped as an issue of law. Ardente appealed.
Whether conditional acceptance of an offer creates a legitimate and valid contract?
No. A valid and legitimate acceptance that is equipped for shaping a substantial contract must be definite and unequivocal and must not force extra conditions or constraints on the offer unless such conditional language is clearly independent of the actual acceptance.
Ardente's (Buyer) letter of acceptance is conditional, so it operates as a rejection of the Horan’s (Seller) offer that is cannot create a valid contract. An acceptance that forms a valid contract must be definite and unequivocal and must not include or seek any additional terms or limitations against the initial offer. An acceptance that contains such conditions can still become valid, however, if the initial acceptance is clearly independent of the conditional language. The delivery of the purchase and sale agreement by Plaintiff would have operated as a valid acceptance of the Defendant’s offer to sell their property and would have created contractual obligations. However, the accompanying letter demanded additional conditions that cannot be enforced as independent of his underlying acceptance. The language of Plaintiff letter basically inquires as to whether the additional furniture and fixtures are included in the underlying transaction. Plaintiff in no way accepts that he is buying the property without the additional conditions. Hence, his letter acts as a conditional acceptance properly construed as a rejection of the plaintiff's actual offer to sell their property; a counteroffer with additional terms. In this case, no contractual obligations are created, and the decision of the trial court is affirmed.