Citation. 22 Ill.167 Ill. App. 3d 154, 117 Ill. Dec. 778, 520 N.E.2d 1129 (App. Ct. 1988)
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The Plaintiff, LaSalle National Bank (Plaintiff) and Defendant, Vega (Defendant), both signed a contract for the sale of land. The contract called for the signature of the Plaintiff’s Trustees which was never completed.
Synopsis of Rule of Law.
A contract can only be accepted by the terms and provisions that the contract requires.
Facts.
Plaintiff and Defendant began negotiations to buy and sell a piece of real estate. However, the document stipulated that it had to go back to the trust for signature. A Rider was attached to the document that required in addition to Plaintiff’s agent’s signature and Defendant’s signature, the signature of the Trustees for the Plaintiff.
Issue.
Could the contract be formed without execution of the document by the trust?
Held.
No. Affirmed.
The contract’s language (especially, “upon the trust’s execution, this contract will be in full force”) makes it apparent that the document was not a contract. When the language of an offer governs the mode of acceptance required, and an offer requires written acceptance, no other mode may be used.
When there is an agreement between competent parties, sufficient in law, to do or not to do a particular thing, the formation of a contract requires an offer, an acceptance and consideration.
An offer is an act on the part of one person giving another person the legal power of creating the obligation called a contract. Where the so-called offer is not intended to give the so-called offeree the power to make a contract there is no offer. An offeror has complete control over an offer and may condition acceptance of the terms of the offer.
Discussion.
The court is adhering to the idea that the offeror is the master of the offer and may set the terms of acceptance. The terms of the offer are the first step in determining the validity of the acceptance.
