Ardente v. Horan
366 A.2d 162 (1976)
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Rule of Law:
A purported acceptance of an offer that is conditional or imposes additional terms is not a valid acceptance but rather a counteroffer. To be effective, an acceptance must be definite, unequivocal, and not add new conditions to the original offer.
Facts:
- In August 1975, William A. and Katherine L. Horan offered their residential property in Newport for sale.
- Ernest P. Ardente made a bid of $250,000, which the Horans found acceptable.
- The Horans' attorney drafted a purchase and sale agreement and sent it to Ardente for his signature.
- Ardente executed the agreement and his attorney returned it to the Horans' attorney.
- Along with the signed agreement and a $20,000 deposit check, Ardente's attorney included a letter dated September 8, 1975.
- The letter stated Ardente was 'concerned' about certain personal property (a dining room set, fireplace fixtures, and sun parlor furniture) and asked for 'confirming that these items are a part of the transaction'.
- The Horans refused to agree to sell the additional items, refused to sign the agreement, and directed their attorney to return the agreement and the check to Ardente.
- The Horans subsequently refused to sell the property to Ardente.
Procedural Posture:
- Ernest P. Ardente sued William A. and Katherine L. Horan in Superior Court (a trial court) seeking specific performance of an alleged agreement to sell real property.
- The Horans filed a motion for summary judgment, arguing no contract had been formed.
- The Superior Court justice granted summary judgment in favor of the Horans.
- Ardente, as the appellant, appealed the trial court's judgment to the state's highest court.
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Issue:
Does a reply to an offer that purports to accept it, but is accompanied by a letter requesting confirmation that additional items are part of the transaction, constitute a valid acceptance creating a binding contract or a counteroffer?
Opinions:
Majority - Doris, J.
No, a reply that conditions acceptance upon the inclusion of additional terms is a counteroffer, not a valid acceptance. To be effective, an acceptance must be a definite and unequivocal manifestation of assent to the terms of the offer. An acceptance that is equivocal or imposes new conditions constitutes a counteroffer, which operates as a rejection of the original offer. The court found that Ardente's letter did not represent an absolute acceptance accompanied by a mere collateral inquiry. The language seeking 'confirmation' that the items 'are a part of the transaction,' and stressing the difficulty of replacing them, demonstrated that the inclusion of the furniture was a condition of the acceptance. Because this conditional acceptance was a counteroffer that the Horans never accepted, no contract was formed.
Analysis:
This case is a classic application of the common law 'mirror image rule,' which requires an acceptance to be an unequivocal assent to the exact terms of the offer. The decision clarifies the critical distinction between a conditional acceptance, which is a counteroffer that terminates the original offer, and an unconditional acceptance that includes a separate, collateral request. It underscores that courts will objectively interpret the language of a purported acceptance to determine its legal effect, regardless of the offeree's subjective intent. This holding serves as a cautionary tale for negotiators, emphasizing that any language that suggests a condition may be attached to an acceptance risks invalidating the contract formation process.
