Livingstone v. Evans

4 D.L.R. 769 (1925)

Quick Summary

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Livingstone (plaintiff) sought specific performance against Evans (defendant) over a land sale negotiation misunderstanding. The dispute centered on whether a counter-offer and subsequent re-acceptance formed a binding contract.

The Supreme Court of Alberta faced determining if “Cannot reduce the price” indicated a continued willingness to sell at the initial offer price. Ultimately, they ruled in favor of Livingstone due to the perceived reaffirmation of Evans’s intent to sell at the stated price.

Facts of the Case

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Livingstone (plaintiff) and T.J. Evans (defendant) were engaged in negotiations to sell a piece of land. Evans, via his agent, had offered to sell the property to Livingstone for $1,800. Upon receiving this offer, Livingstone countered with an offer of $1,600 in cash and requested Evans’s lowest cash price should the counter-offer be unacceptable.

In response, Evans’s agent telegraphed back with a simple statement, “Cannot reduce price.” Taking this as a reaffirmation of the original offer, Livingstone promptly accepted it.

However, unbeknownst to Livingstone at the time of his acceptance, Evans had already entered into a contract to sell the land to a third party. Livingstone initiated a lawsuit for specific performance to enforce the sale.

Procedural Posture and History

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  1. Livingstone sued for specific performance following Evans’s sale of the property to another party.
  2. The case was brought before Walsh J., Supreme Court of Alberta.
  3. The trial court had to determine whether a valid contract existed between Livingstone and Evans.

I.R.A.C. Format


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Whether Livingstone’s counter-offer and subsequent acceptance constituted a legally binding contract for the sale of land.

Rule of Law

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An intervening counter-offer does not necessarily terminate an original offer if the subsequent communication indicates that the original offer is still open for acceptance.

Reasoning and Analysis

Reasoning Icon

The outcome depended on whether Livinstone’s counter-offer canceled Evans’ original offer or Evans’ reaction, “Cannot reduce price,” restarted negotiations on the previous conditions. The court referenced Hyde v. Wrench (1840), where it was established that a counter-offer typically ends the original offer and precludes later acceptance without renewed consent from the offeror.

However, Judge Walsh reasoned that Evans’s reply did not merely reject Livingstone’s lower bid but implicitly reaffirmed his willingness to sell at the initial price. This interpretation was supported by precedent from In re Cowan and Boyd (1921), where an offer was considered open even after a rejection when later communications suggested negotiations were still active.


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The court concluded that there was indeed a binding contract between Livingstone and Evans for selling the land at the original offer price.

Key Takeaways

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  1. A counter-offer only sometimes nullifies an original offer if subsequent communications suggest that an offer can still be accepted.
  2. Specific performance can be sought when one party believes a binding contract has been formed despite negotiation misunderstandings.
  3. Precedent cases play a crucial role in judicial reasoning when interpreting actions during contract negotiations.

Relevant FAQs of this case

How does the court handle the impact of a counter-offer on the original offer in contract negotiations?

The court assesses whether the counter-offer nullifies the original offer or if subsequent communications indicate the original offer is still open.

  • For example: If a seller offers a car for $20,000, the buyer counters $18,000, and the seller responds with, “Cannot accept $18,000,” the court may view the original offer as still open for acceptance.


How does the court interpret phrases like "Cannot reduce price" in contract disputes?

The court examines the context and subsequent actions to determine if the phrase reaffirms the original offer or terminates negotiations.

  • For example: If a buyer proposes a lower price, and the seller responds, “Cannot reduce price,” the court may consider it a rejection or a reaffirmation based on additional context.

How does the court resolve conflicting interpretations of communication to determine the existence of a binding contract?

The court carefully analyzes the parties’ intentions, context, and precedents to reconcile conflicting interpretations and ascertain the existence of a binding contract.

  • For example: If a seller’s response to a buyer’s counter-offer is ambiguous, the court may rely on precedent cases or additional evidence to determine the parties’ true intentions.
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