Law School Case Brief
Beard Implement Co. v. Krusa - 208 Ill. App. 3d 953, 153 Ill. Dec. 387, 567 N.E.2d 345 (1991)
The Appellate Court of Illinois, Fourth District, construes U.C.C. § 2- 206 as giving approval to an ancient and cardinal rule of the law of contracts: the offeror is the master of his offer. An offeror may prescribe as many conditions or terms of the method of acceptance as he may wish, including, but not limited to, the time, place, and manner. Contracts are generally construed against the party who drafted the document.
A seller, a farm implement dealer, brought a breach of contract action against a buyer for the purchase of a 1985 Deutz-Allis N-5 combine. The buyer met with the seller's sales representatives, and on December 23, 1985, the buyer signed a purchase order and gave one of the sales representatives a signed but undated counter check, intended as a down payment if the seller accepted the buyer's offer. On December 26, 1985, the buyer contacted the seller's sales manager, stating that he did not want to proceed with the transaction based on price and financing issues. The buyer claimed that the sales manager said he would let the buyer out of the deal if he thought the combine was too expensive. The buyer contended that the seller never accepted its offer to purchase the combine as the "dealer" never signed and accepted the purchase order. The circuit court found that a contract existed between the parties. The buyer appealed the decision of the trial court that found a contract existed between the parties.
Did a contract exist between the parties?
The court agreed with the buyer's argument that the seller never accepted the buyer's offer to purchase the combine. The court found that the purchase order form signed by the buyer constituted an offer made by the buyer to the seller. The court concluded that the purchase order "unambiguously" required the signature by the seller's "dealer" in order to be a proper acceptance of the buyer's offer. The court therefore found that because the seller's "dealer" never signed the purchase order, no contract ever existed. As such, the court reversed the lower court's decision that found in favor of the seller in its breach of contract action against the buyer.
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