When a potential purchaser submits an offer to the seller and the seller makes changes to the offer prior to signing, it is generally referred to as “qualified or conditional acceptance.” The type of acceptance is a counteroffer and functions as a rejection of the original offer submitted by the potential purchaser. In the present case, because Defendant changed terms of Normile’s offer, Defendant did not accept Normile’s offer. In fact, Defendant’s counteroffer actually operated as a rejection of Normile’s offer.
In this particular case, the deadline for acceptance provision in Normile’s offer did not become part of Defendant’s counteroffer. The Court reasons that because Defendant at no point unconditionally assented to the terms of Normile’s offer, the terms of Normile’s offer did not become part of the counteroffer.
An option contract is one that grants a potential purchaser an exclusive right to purchase property within a specified period of time for a fixed price. The Court provides two reasons why Defendant’s counteroffer does not grant Normile an option contract. First, an option contract must be supported by valuable consideration. In the present case, no consideration was given. Second, Defendant’s counteroffer did not promise that the offer would remain open for a specific amount of time.
A potential purchaser does not have the power to accept an offer after it has been revoked. Under these facts, Normile neither accepted nor rejected the counteroffer when it was first presented. Normile instead expressed concern regarding some of the terms of the counteroffer and indicated that he was going to wait to decide whether to accept the counteroffer. When Defendant entered into a contract with Segal, Defendant manifested an intention to revoke the counteroffer. Revocation generally must be communicated to the offeree to be effective. In the present case, Normile did receive notice of the revocation through the real estate broker. Because Normile’s power of acceptance had already been terminated by Defendant’s revocation of the counteroffer, Normile’s attempt to accept the counteroffer failed.
Analysis: In this case, the Defendant rejected Normile’s offer by submitting a counteroffer. Because the counteroffer operated as a rejection of Normile’s original offer, the terms of Normile’s original offer were not transferred to the counteroffer. Normile did not have a contract to purchase the property from Defendant because Normile failed to accept the counteroffer before it was revoked.
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