Ever-Tite Roofing Corp. v. Green
83 So. 2d 449 (1955)
Rule of Law:
When an offer invites acceptance by performance and does not specify a time limit, the offeree's commencement of performance, including preparatory acts, within a reasonable time constitutes a valid acceptance that forms a binding contract, after which the offeror cannot revoke the offer.
Facts:
- On June 10, 1953, G. T. Green and his wife (the Greens) signed a contract with a representative of Ever-Tite Roofing Corporation (Ever-Tite) for the re-roofing of their home.
- The contract stated it would become binding either upon written acceptance by an officer of Ever-Tite or upon the commencement of performance.
- The agreement was a credit-based transaction, which required Ever-Tite to conduct a credit investigation on the Greens.
- Ever-Tite initiated and completed the credit check and secured approval from its financing agency over the next several days.
- Immediately following the financing approval, on June 18 or 19, 1953, Ever-Tite loaded its trucks with materials and dispatched its workmen from Shreveport to the Greens' residence in Webster Parish.
- Upon arriving at the residence, Ever-Tite's workmen discovered that another roofing company was already performing the work.
- The Greens informed Ever-Tite's workmen that they had hired the other company two days prior and forbade Ever-Tite from beginning the work.
- Prior to the arrival of Ever-Tite's crew, the Greens had made no attempt to contact Ever-Tite to cancel or revoke their offer.
Procedural Posture:
- Ever-Tite Roofing Corporation sued G. T. Green and his wife in a Louisiana trial court for damages arising from a breach of contract.
- The trial court found for the defendants, G. T. Green et ux., holding they had timely withdrawn their offer, and dismissed the plaintiff's suit.
- Ever-Tite Roofing Corporation, as plaintiff-appellant, appealed the judgment to the Court of Appeal of Louisiana, Second Circuit.
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Issue:
Does an offeree's commencement of performance, such as loading materials and dispatching workers, constitute a valid acceptance of an offer that explicitly allows for acceptance by performance, if done within a reasonable time before receiving any notice of revocation from the offeror?
Opinions:
Majority - Ayres, Judge
Yes. An offeree's commencement of performance constitutes a valid acceptance that forms a binding contract. The court reasoned that the contract expressly provided for acceptance by 'commencing performance of the work.' The court held that this commencement began not merely with physical labor on the roof, but with the preparatory acts of loading the trucks with materials and transporting the crew to the job site. Because the contract did not specify a time for acceptance, Ever-Tite was entitled to a 'reasonable time' to accept. The delay of eight to nine days for the necessary credit check was deemed reasonable under the circumstances. Since Ever-Tite commenced performance before the Greens communicated any revocation of their offer, a contract was formed, and the Greens' subsequent actions constituted a breach.
Analysis:
This case clarifies the scope of 'commencement of performance' as a mode of acceptance in contract law. It establishes that preparatory acts, not just the start of the ultimate work, can constitute acceptance if they are a clear and unambiguous step towards fulfilling the contract. This provides protection for offerees who incur costs in reliance on an offer before receiving a revocation. The decision reinforces the principle that an offer remains open for a reasonable time if no specific deadline is set and that a revocation is only effective upon communication to the offeree.
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