Dispute

Defendant posted an advertisement for the sale of land, to which plaintiff replied. Plaintiff and defendant exchanged letters concerning the sale of the land, culminating in the plaintiff’s opening of an escrow account and initial deposit. In an intervening period, defendant sold the land to a third party. Plaintiff sued for specific performance or damages, and the trial court ruled in favor of defendant, arguing that plaintiff did not promptly accept defendant’s offer. Plaintiff appealed.

Rules of law

In order for a contract to be entered into by offer and acceptance, the offer must be clear and unambiguous, not conditioned on any further assent and not merely an invitation to further negotiation.

Legal arguments

The court argued that contrary to the findings of the trial judge, the defendant had never extended any offer at all, and had merely extended an invitation to further negotiation, conditioned on further assent and additional specifications. This was based on the phrasing and the urging of haste in the letter. Accordingly, no offer existed and no acceptance could thereby issue.

Conclusion

The court affirmed, though for a different reason, finding for the defendant.