What is an Acceptance? Flashcards
Ardente v. Horan: rule of law
A valid acceptance that is capable of forming a valid contract must be definite and unequivocal and must not impose additional conditions or limitations on the offer, unless such conditional language is clearly independent of the actual acceptance.
Ardente v. Horan: facts
William and Katherine Horan (defendants) offered to sell their residential property. Ernst Ardente (plaintiff) bid $250,000 for the property. The Horans’ attorney communicated that the bid was acceptable and prepared a purchase and sale agreement. Ardente executed the agreement, and forwarded it back to the Horans along with a check for $20,000 and a letter asking if certain furniture and fixtures were a part of the transaction, requesting that they remain with the property. The Horans refused to sell the items listed by Ardente and returned the unsigned purchase and sale agreement and the $20,000 deposit to Ardente. The Horans refused to sell the property to Ardente, and Ardente brought suit seeking specific performance. The trial court ruled 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 accepted the counteroffer and thus no contract was formed, so the trial judge granted the Horans’ motion for summary judgment on the grounds that no facts were in dispute and no contract had been formed as a matter of law. Ardente appealed.
Ardente v. Horan: issue
Whether conditional acceptance of an offer creates a valid contract.
Ardente v. Horan: holding
No. Ardente’s letter of acceptance is conditional, and thus operates as a rejection of the Horans’ offer that is incapable of creating a valid contract. A valid acceptance that is capable of forming a valid contract must be definite and unequivocal and must not impose additional conditions or limitations on the offer. An acceptance that contains such conditional language may still be valid, however, if the actual acceptance is clearly independent of the conditional language. Without more, the delivery of the purchase and sale agreement by Ardente would have operated as a valid acceptance of the Horans’ offer to sell their property and would have created contractual obligations. However, Ardente’s accompanying letter imposes additional conditions that cannot be construed as independent of his underlying acceptance. The language of Ardente’s letter actually inquires as to whether the additional furniture and fixtures are a part of the underlying transaction. Ardente in no way communicates that he is willing to move forward with the purchase and sale agreement even without the additional conditions. Thus, his letter operates as a conditional acceptance properly construed as a rejection of the Horans’ offer to sell their property; a counteroffer with additional terms. No contractual obligations are created, and the decision of the trial court is affirmed.
Carlill v. Carbolic Smoke Ball Co.: rule of law
A general advertisement of an award constitutes an offer that is capable of being accepted and binding the offeror in a valid contract, provided at least contemporaneous notice and some consideration are present.
Carlill v. Carbolic Smoke Ball Co.: facts
The owners of Carbolic Smoke Ball Co. (Carbolic) (defendants) manufactured the Carbolic Smoke Ball and advertised it as a preventative measure against influenza. Carbolic placed an advertisement in several London newspapers saying that one hundred pounds would be paid to any person who purchased a Carbolic Smoke Ball and still contracted influenza. The advertisement further stated that Carbolic had deposited one thousand pounds in a local bank to demonstrate its seriousness in the matter. Carlill (plaintiff) purchased a Carbolic Smoke Ball and later contracted influenza despite using the ball as directed by Carbolic’s instructions. Carlill brought suit to recover the one hundred pounds. The trial court held she was entitled to the one hundred pounds, and Carbolic appealed.
Carlill v. Carbolic Smoke Ball Co.: issue
Whether a general advertisement of a reward constitutes an offer capable of being accepted and binding the offeror in a valid contract.
Carlill v. Carbolic Smoke Ball Co.: holding
Yes. Carbolic’s advertisement constitutes an offer that was validly accepted by Carlill, thus creating a binding contract supported by consideration. A general advertisement of an award constitutes an offer that is capable of being accepted and binding the offeror in a valid contract, provided at least contemporaneous notice and some consideration are present. While most acceptances are not valid unless notice of acceptance is communicated to the offeror, acceptances of offers contained in general advertisements should be treated differently as it is unlikely the advertisers expected any advance notice beyond notice that an advertised condition had been fulfilled. In stating that it deposited one thousand pounds in a local bank to prove its seriousness in the matter, Carbolic clearly made an offer that was capable of being accepted by any person who buys a Carbolic Smoke Ball, uses it as directed, and contracts influenza. Carlill accepted this offer by fulfilling the advertised condition. This acceptance does not fail simply because Carbolic only received notification of the acceptance with notification of the condition’s fulfillment. Additionally, both parties presented adequate consideration in furtherance of the contract. Carbolic received a benefit from the advertisement by promoting and increasing confidence in its products among the general public that would most likely lead to increased sales. Carlill experienced a detriment as she was inconvenienced by the requirement that she use the Carbolic Smoke Ball three times per day. Thus, Carbolic’s general advertisement constitutes an offer that was validly accepted by Carlill, thus creating a binding contract supported by consideration. The decision of the trial court is affirmed.
White v. Corlies & Tifft: rule of law
Where an offer is made by one party to another when they are not together, the acceptance of it by the other must be manifested by some appropriate act
White v. Corlies & Tifft: facts
Based upon provided specifications and a request for an estimate, White (plaintiff), a builder, submitted his estimate to Corlies & Tifft (defendant) for the requested work on their offices at 57 Broadway. After making a change to the specifications, Corlies submitted a copy to White, which he assented to by signing and returning to Corlies. The next day, September 29, Corlies sent White a note stating, “Upon an agreement to finish the fitting up of offices 57 Broadway in two weeks from date, you can begin at once.” White immediately purchased supplies and began to prepare those materials for the work. The next day, Corlies sent another note retracting the previous note. White sued Corlies for breach of contract. At trial, the lower court instructed the jury that it must determine whether White needed to give notice of assent before commencing the work. The trial judge stated in his instruction to the jury that he did not believe that White needed to give notice of assent, and verdict was entered for White. Corlies appealed the trial court’s jury instruction.
White v. Corlies & Tifft: issue
When receiving an offer, is the performance of that offer sufficient for indicating that an acceptance has been made?
White v. Corlies & Tifft
No. If an offeree accepts an offer made when the parties are not together, acceptance must be manifested to the offeror, the carrying out of the actions requested by the offer is not enough to convey acceptance. Although the acceptance does not have to be actually received by the offeror to create a binding contract, the acts constituting acceptance have to be sufficient that once perceived by the offeror, they would be understood as acceptance of the offer.
