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Benya v. Stevens & Thompson Paper Co. - 143 Vt. 521, 468 A.2d 929 (1983)

Rule:

For an acceptance of an offer to be valid, it must substantially comply with the terms of the offer. An acceptance that modifies or includes new terms is not an acceptance of the original offer; it is a counteroffer by the offeree that must be accepted or rejected by the original offeror. The offeror's acceptance of the offeree's counteroffer may be accomplished either expressly or by conduct.

Facts:

The buyer signed a purchase and sale agreement for the woodlot and forwarded it to the seller. The seller's attorney made interlined additions and modifications to the agreement. The seller's vice president initialed each change, signed the document, and returned it to the buyer. After consulting with the seller's attorney, a new agreement was prepared by buyer but the terms of that document differed from the previous two versions in a number of areas. The seller never executed this document or responded to it, and sold the woodlot to someone else. The trial court awarded actual and punitive damages to the buyer in the buyer's breach of contract action, and the seller appealed.

Issue:

Was there a binding agreement between the parties?

Answer:

No

Conclusion:

The court vacated the trial court's award of damages to the buyer. The court found that the seller never accepted the first agreement proposed by the buyer, that the seller's changes to that document were not minor, and that the interlined document constituted the seller's counteroffer. Since the record was clear that the buyer never accepted this counteroffer, the evidence did not support the trial court's finding that the first document constituted an express agreement. Further, because the seller never offered or signed the third document, the statute of frauds, Vt. Stat. Ann. tit. 16, 181(5), precluded its enforcement.

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