Antonucci v. Stevens Dodge, Inc.
12 U.C.C. Rep. Serv. (West) 482, 340 N.Y.S.2d 979, 73 Misc. 2d 173 (1973)
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Rule of Law:
When a written agreement, drafted by the offeree, specifies that it will not be binding until signed by the offeree or its representative, no contract is formed until that signature is provided. Additionally, a seller's use of a sample or description, such as an illustration in a booklet, creates an express warranty under the UCC that the goods delivered will conform to that sample or description.
Facts:
- A plaintiff visited defendant's automobile showroom to purchase a specific pickup truck model, the 'Club Cab,' which was pictured in a Chrysler booklet and featured an oversized cab.
- The plaintiff showed the salesman, Kenyan, the booklet, pointed to the picture of the 'Club Cab,' and stated that was the model he wanted because of the extra seats.
- The plaintiff signed a printed form order for the truck and selected optional equipment, leaving a $500 deposit.
- The purchase order contained a clause stating, 'this order shall not become binding UNTIL ACCEPTED BY DEALER OR HIS AUTHORIZED REPRESENTATIVE,' and the line for the dealer's signature was left blank.
- Approximately six weeks later, the defendant notified the plaintiff that a truck had arrived.
- Upon inspection, the plaintiff saw that the delivered truck was not the 'Club Cab' model and did not have the oversized cab he had ordered.
- The plaintiff refused to accept the truck, and the defendant refused to order the correct model or return the $500 deposit.
Procedural Posture:
- The plaintiff filed an action in a trial court seeking the return of a $500 deposit from the defendant.
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Issue:
Does a binding contract for the sale of a vehicle exist when a buyer signs a dealer-provided purchase order that explicitly states it is not binding until accepted by the dealer's signature, and the dealer never signs the order?
Opinions:
Majority - Edwin Kassoef, J.
No, a binding contract does not exist because the dealer failed to accept the buyer's offer in the manner required by its own agreement. The dealer's order form was an invitation for the plaintiff to make an offer, which he did by signing it. The form explicitly required a signature from the dealer or its representative to constitute acceptance. Because the defendant never signed the order, it never accepted the plaintiff's offer, and no bilateral contract was formed. The plaintiff's subsequent refusal to accept the non-conforming truck was a valid revocation of his unaccepted offer. Furthermore, even if a contract had been formed, the defendant breached the express warranty created under UCC § 2-313 when its salesman used the booklet to describe the truck, as the delivered vehicle did not conform to the description of the 'Club Cab' model the plaintiff had selected.
Analysis:
This case serves as a straightforward application of fundamental contract law principles regarding offer and acceptance, specifically the concept that an offeree must accept in the manner prescribed by the offer. It uniquely highlights that when a party (here, the dealer) drafts a form that sets the terms for its own acceptance, its failure to comply with those terms prevents contract formation. The decision also provides a clear example of how sales materials like brochures can create an express warranty under the Uniform Commercial Code, holding sellers accountable for ensuring goods conform to the descriptions they provide during negotiations. The case reinforces that technical specifications in a contract may not override clear, descriptive representations relied upon by a consumer.
