Quick Summary
White (plaintiff) submitted a construction estimate to Corlies & Tifft (defendants). Corlies offered White the chance to start the work immediately if he could complete it within two weeks. Relying on this offer, White proceeded to purchase the necessary supplies and initiated preparations for the project.
But the next day, Corlies withdrew the offer. Consequently, White sued Corlies for breach of contract.
The trial court ruled in favor of White, but Corlies appealed. The New York Court of Appeals held that White’s actions didn’t qualify as acceptance and emphasized that a clear and communicated acceptance is required to form a binding contract.
Facts of the Case
White (plaintiff), a builder, was approached by Corlies & Tifft to submit an estimate for construction work on their offices at 57 Broadway. After discussing and refining the specifications, Corlies sent a revised copy to White, which White signed and returned.
The following day, Corlies sent a note stating that if White agreed to finish the fitting up of the offices within two weeks from the date of the note, he could begin the work immediately. Relying on this offer, White promptly purchased the necessary supplies and commenced preparations for the construction.
However, one day later, Corlies retracted their previous offer, causing interruption and dissatisfaction. Consequently, White initiated legal proceedings by filing a lawsuit against Corlies for breach of contract.
Procedural History
- The trial court instructed the jury to determine whether White needed to give notice of assent before commencing the construction work.
- The trial judge stated that he did not believe notice of assent was necessary in his instructions to the jury, and therefore, the jury found in favor of White.
- Corlies appealed to the New York Court of Appeals, seeking reversal of the judgment and a new trial.
I.R.A.C. Format
Issue
Whether the actions of purchasing materials and commencing work by the plaintiff constituted an acceptance of the defendants offer and thus created a binding contract.
Rule of Law
Accepting an offer must be manifested by some appropriate act when parties are not physically together. Therefore, an act unaccompanied by evidence of the corresponding mental intention is insufficient to indicate acceptance and bind the other party.
Reasoning and Analysis
The court found that there was no indication or communication from the plaintiff to the defendants that he had accepted their offer before receiving their written communication.
The purchase of materials and commencement of work by the plaintiff were not sufficient acts or indications to bind the defendants to their offer, as they could be interpreted as actions related to any other similar project.
White’s purchasing supplies and beginning work without notifying Corlies did not indicate acceptance of the offer. These actions alone could be interpreted as preparing for any similar project, not necessarily accepting Corlies’ offer.
Conclusion
The New York court of appeals concluded that the plaintiff’s actions of purchasing materials and commencing work did not constitute acceptance of the defendants offer.
Therefore, there was no binding contract between the parties.
Key Takeaways
- An offer must be accepted through some appropriate act to create a binding contract.
- Mental determination with indication to the other party is sufficient to establish acceptance.
- Acts performed should clearly indicate acceptance rather than being open to interpretation.
Relevant FAQs of this case
What is the role of acceptance in contract?
Acceptance in a contract signifies agreement to the terms of an offer.
- For example: If someone offers to sell a car for a specific price, saying, “I agree to buy the car at that price” demonstrates acceptance.
How is acceptance through actions is determined?
It is determined when the actions unmistakably indicate intent to accept the offer. For instance, if someone offers to sell a rare collectible, and the potential buyer starts packaging it for transport, it may signal acceptance through conduct.
References
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