14 Conn. App. 252 | Conn. App. Ct. | 1988
The defendants
The trial court found the following facts. The defendant Edward Sherman had engaged Y.R. Brokers as listing agent for the sale of a business with the principal
On December 7, at 11:35 a.m., the plaintiff, purporting to accept the counteroffer, signed it before a notary public, and then brought it to the office of V.R. Brokers around noon on that day. At about 9 a.m. on that same day, Sherman informed the principal of V.R. Brokers, Robert Renault, that he wanted to cancel his counteroffer. This information was communicated to the plaintiff by Renault verbally immediately before the plaintiff handed the signed counteroffer to Renault at noon on December 7.
On the basis of these findings, the court concluded that the counteroffer was not effectively revoked because the revocation was not communicated to the plaintiff before he accepted the counteroffer. The court specifically found that there was a contract enforceable against the defendants when the plaintiff signed the counteroffer before a notary public at 11:35 a.m. on December 7.
“It is a basic principle of contract law that in order to form a binding contract there must be an offer and acceptance based on a mutual understanding by the parties. Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 249, 268 A.2d 391 (1970); Zahornacky v. Edward Chevrolet, Inc., 37 Conn. Sup. 751, 754, 436 A.2d 47 (1981).” Cavallo v. Lewis, 1 Conn. App. 519, 520, 473 A.2d 338 (1984). The coun
The trial court’s conclusion that the plaintiff’s acceptance of the counteroffer was effective when he signed the counteroffer was contrary to our law. “Revocation of an offer in order to be effectual must be received by the offeree and 'before he has exercised his power of creating a contract by acceptance of the offer.’ Restatement, 1 Contracts, § 41 and § 69, Comment a; 1 Page, Contracts, § 134. Acceptance is operative, if transmitted by means which the offeror has authorized, as soon as its transmission begins and it is put out of the offeree’s possession . . . irrespective of whether or when it is received by the offeror.” (Citations omitted.) L & E Wertheimer, Inc. v. Wehle-Hartford Co., 126 Conn. 30, 35, 9 A.2d 279 (1939). See also 1 Restatement (Second), Contracts §§ 56, 63. The plaintiff’s act of signing the written counteroffer was not sufficient to constitute an acceptance of the counteroffer. The act of signing the counteroffer in this case failed to communicate the acceptance to Sherman or his agent and failed to put the acceptance out of the plaintiff’s possession. It was, therefore, ineffective to create a contract.
When Sherman, through his agent, informed the plaintiff that the counteroffer was withdrawn, the plaintiff’s power to accept the counteroffer no longer existed. 1 Restatement (Second), Contracts § 42. This was done before the plaintiff had properly accepted the counteroffer by transmitting the signed counteroffer to
There is error, the judgment is set aside and'the case is remanded with direction to render judgment for the defendants.
In this opinion the other judges concurred.
The defendants in this action are Adgraphics, Inc., and Edward Sherman, individually and as executor of the estate of Ellen Sherman. At all times relevant to this action, Edward Sherman acted on behalf of Adgraphics, Inc., in those capacities.