Kendel v. Pontious
261 So.2d 167 (1972)
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Rule of Law:
For a bilateral contract to be formed, an offeree's acceptance is not effective until it is communicated to the offeror. An offer may be revoked at any time prior to the communication of acceptance, even if the offeree has privately signed a document purporting to accept the offer.
Facts:
- On January 13, 1969, Henry Fernandez signed a deposit receipt, constituting an offer to purchase property from Harry and Clara Kendel.
- The deposit receipt contained a clause stating, 'this contract shall be binding on both parties... when this contract shall have been signed by both parties or their agents.'
- The offer was mailed to the Kendels' attorney the same day.
- On January 17, 1969, the Kendels signed the contract document in their attorney's office.
- On the same day, January 17, 1969, Fernandez dispatched a telegram and a letter to the Kendels revoking his offer to purchase.
- The Kendels' attorney first communicated notice of the Kendels' signing to Fernandez via a letter dated January 22, 1969, five days after the Kendels had signed and Fernandez had revoked.
Procedural Posture:
- Harry and Clara Kendel (sellers) sued Henry Fernandez (purchaser) in a Florida trial court seeking specific performance of a real estate contract.
- The trial judge ruled in favor of Fernandez, holding that the acceptance was not effective until it was communicated.
- The Kendels, as appellants, appealed to the District Court of Appeal, Third District.
- The District Court of Appeal affirmed the trial court's judgment.
- The Kendels, as petitioners, sought discretionary review from the Supreme Court of Florida by petition for certiorari, alleging the lower court's decision was in direct conflict with a prior decision of the court.
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Issue:
Does a contract provision stating the agreement shall be 'binding on both parties...when this contract shall have been signed by both parties' eliminate the common law requirement that acceptance must be communicated to the offeror before the offeror's revocation is effective?
Opinions:
Majority - Adkins, J.
No, this provision does not eliminate the requirement that acceptance be communicated. For a bilateral contract to be binding, an acceptance must be communicated to the offeror; a mere private, uncommunicated assent is insufficient. Although an offeror may dictate the terms of acceptance, the language in this contract did not explicitly dispense with the fundamental requirement of communication. Because the Kendels' acceptance was not communicated until January 22, Fernandez's revocation on January 17 was effective, and no contract was formed. An acceptance that remains only in the breast of the acceptor is not a binding acceptance.
Dissenting - Ervin, J.
Yes, the contract's explicit language should control, making the contract binding upon the sellers' signature. The proposer (Fernandez) had the right to dictate the terms of acceptance, and the contract he signed specified that the act of signing by both parties would make the contract binding. To require communication is to judicially add a new requirement not contemplated by the parties' express agreement. This conclusion is inconsistent with Florida's 'deposited acceptance' rule, where acceptance is effective upon mailing, not upon actual communication or knowledge.
Analysis:
This decision reaffirms the foundational contract principle that mutual assent requires communication of acceptance. It clarifies that boilerplate language stating a contract is 'binding when signed' does not, by itself, waive the separate common law requirement that the acceptance must be communicated to the offeror. The case serves as a crucial reminder for practitioners that unless an offer explicitly states that the act of acceptance itself is sufficient without communication, the offeree must notify the offeror of their acceptance to form an enforceable contract. This protects an offeror's ability to revoke an offer at any time before being notified of its acceptance.
