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Dotolo v. Petrucelli

Supreme Court of Connecticut
211 A.2d 696, 152 Conn. 654, 1965 Conn. LEXIS 537 (1965)
ELI5:

Rule of Law:

For a contract to be formed, an acceptance must be unequivocal and absolute, mirroring the terms of the original offer. A response that acknowledges an offer's reasonableness but simultaneously proposes a modification, such as a lower price, constitutes a counteroffer, not an acceptance.


Facts:

  • On January 30, 1962, the plaintiff was injured when the car she was a passenger in was rear-ended by a vehicle operated by the defendant's agent.
  • The plaintiff's attorney and the defendant corresponded in an attempt to negotiate a settlement of the plaintiff's claim.
  • On January 10, 1963, the plaintiff's attorney offered to accept $975 in full settlement.
  • In a letter dated January 15, 1963, the defendant replied that the $975 figure was 'reasonable,' but requested that the attorney take a lower amount because the defendant would have to borrow the money.
  • On January 16, 1963, the plaintiff's attorney notified the defendant that $975 was the minimum acceptable amount.
  • There was no further correspondence between the parties before the statute of limitations for the negligence claim expired.

Procedural Posture:

  • The plaintiff instituted an action in a Connecticut trial court (Circuit Court) against the defendant.
  • The complaint included a second count alleging that the parties had formed a contract for the defendant to pay the plaintiff $975.
  • The case was submitted to the trial court on a stipulation of facts.
  • The trial court granted the plaintiff's motion for summary judgment on the second count, entering a judgment for $975.
  • The defendant, as appellant, appealed the judgment to the Appellate Division of the Circuit Court.
  • The Appellate Division affirmed the trial court's judgment.
  • The Connecticut Supreme Court granted certiorari to review the decision of the Appellate Division.

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Issue:

Does a party's response to a settlement offer, which states the amount is 'reasonable' but immediately requests a reduction, constitute a valid acceptance sufficient to form an enforceable contract?


Opinions:

Majority - Murphy, J.

No. A response to an offer that proposes new or different terms is not an acceptance but a counteroffer. The defendant’s letter did not constitute an unequivocal acceptance required to form a contract. At most, the defendant conceded the reasonableness of the demand but did not agree to pay it. Instead, by asking for a reduction, the defendant made a counteroffer. The plaintiff's subsequent refusal to lower the figure was a rejection of that counteroffer, and the defendant's subsequent silence did not create an agreement. Because the correspondence does not show the unequivocal acceptance necessary for contract formation, no enforceable contract was ever created.



Analysis:

This case serves as a clear illustration of the common law 'mirror image rule,' which requires an acceptance to be an unconditional assent to the exact terms of the offer. The court's decision reinforces that any deviation from the offer's terms transforms a purported acceptance into a counteroffer, thereby terminating the original offer. This principle is critical in settlement negotiations, where parties must use precise and unambiguous language to form a binding agreement, especially when a statute of limitations is about to expire on the underlying claim.

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