Antonucci v. Stevens Dodge, Inc. - 73 Misc. 2d 173, 340 N.Y.S.2d 979 (Civ. Ct. 1973)

Rule:

Where the agreement takes the form of a written instrument, the acceptance is effective only when the document has been signed and delivered, unless it was clearly the intention of the parties that the earlier verbal agreement be binding and that the writing act merely as a memorandum or better evidence of the oral contract.

Facts:

Buyer signed a printed form order for the purchase of a truck and left a deposit. When the truck arrived, buyer claimed that it was the wrong model, and refused to accept the truck. Defendant dealer offered to reduce the price of the truck $ 250. Plaintiff refused this offer, stating that he needed a pickup with the extra seats. Defendant called other dealers to see if they would accept the truck for sale. No dealer was willing to accept the truck. Defendant refused to order another pickup truck and plaintiff demanded the return of his $ 500 deposit, which defendant refused to return. Plaintiff instituted the present suit to ask the defendant to return the deposit. The defendant claimed that the form, which dealer did not sign, was a binding contract. By the terms of the printed form, only the signature of dealer or its authorized representatives would have constituted acceptance of buyer's offer and thus created a binding bilateral contract.

Issue:

Was there a binding bilateral contract between the buyer and the dealer? 

Answer:

No.

Conclusion:

The court ordered buyer's deposit returned and held that an enforceable bilateral contract was not formed because dealer failed to accept buyer's offer, and buyer validly revoked his offer. The presenting of the order by dealer was an invitation to buyer to make an offer to purchase the pickup truck. The signing of the order by buyer constituted an offer by him to purchase the truck. The failure of dealer to sign the order was conclusive proof that dealer did not accept the offer. Buyer's refusal to accept the truck constituted a valid revocation of his offer. Even if the court had found that a contract was created, the court found that dealer gave buyer an express warranty and that defendant did breach that warranty.