Milliman v. Peterman
519 So. 2d 238 (1988)
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Rule of Law:
A written offer to sell immovable property signed by one party can be validly accepted by the other party through a separate writing, such as a telegram, combined with other unequivocal acts manifesting assent. The party who signed the original offer is estopped from claiming the contract is invalid due to the other party's failure to sign the same document.
Facts:
- After moving to Kentucky, Palma and Ronald Milliman listed their home in Kenner, Louisiana, for sale.
- On August 19, 1985, Helen Peterman and Marie Bulgherini signed an agreement to purchase the Millimans' property, which included a provision that the offer would expire at 7:00 p.m. on August 20.
- On the same day, Peterman and Bulgherini signed a lease agreement for the property, provided a Real Estate Deposit Note for $9,950, and gave the realtor a $1,000 money order as a partial deposit.
- The Millimans' real estate agent, William Althans, informed Ronald Milliman of the offer by phone on August 19, and Milliman verbally accepted.
- On August 20, 1985, prior to the offer's expiration, the Millimans sent a telegram to their agent unequivocally accepting all terms and conditions of the purchase offer made by Peterman and Bulgherini.
- On August 21, 1985, Peterman and Bulgherini moved into the home.
- In March 1986, Peterman and Bulgherini notified the Millimans in writing that they no longer intended to purchase the home.
Procedural Posture:
- Palma and Ronald Milliman filed suit against Helen Peterman and Marie Bulgherini in a Louisiana trial court.
- The trial court entered a judgment in favor of the Millimans, ruling that a valid contract existed, that the defendants breached it, and ordering the forfeiture of the deposit and an award of attorney's fees to the Millimans.
- Helen Peterman and Marie Bulgherini, as appellants, appealed the trial court's judgment to the Court of Appeal of Louisiana, Fifth Circuit. The Millimans are the appellees.
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Issue:
Does a seller's telegraphed acceptance, combined with other acts manifesting assent, create a binding contract for the sale of immovable property when the seller has not physically signed the buyer's written purchase offer?
Opinions:
Majority - Judge Bowes
Yes. A seller's telegraphed acceptance, combined with other acts manifesting assent, creates a binding contract for the sale of immovable property even if the seller did not sign the original purchase offer. While contracts for immovable property must be in writing, Louisiana jurisprudence does not require that both parties sign the same document. Acceptance by a non-signing party can be proven by extraneous evidence and unequivocal 'outward manifestations of acceptance.' In this case, the Millimans' timely telegram constituted a valid written acceptance. This was further evidenced by their subsequent actions, such as allowing Peterman and Bulgherini to take possession of the home. Because Peterman and Bulgherini had signed the offer, they are estopped from asserting the contract is invalid for lack of the Millimans' signature on the same document when the Millimans clearly communicated their intent to be bound.
Analysis:
This case reinforces a flexible interpretation of the writing requirement for contracts involving immovable property under Louisiana law. It affirms the principle that a binding agreement can be formed through a combination of writings and actions, not solely through a single, bilaterally signed instrument. The decision solidifies the jurisprudential rule that a party who has signed an offer cannot later use the other party's lack of signature on that specific document as a defense if the offeree has clearly manifested acceptance through other unequivocal means. This precedent is significant for real estate transactions conducted at a distance, as it validates modern forms of communication as effective means of acceptance.
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