Langellier v. Schaefer - 36 Minn. 361, 31 N.W. 690 (1887)

Rule:

Letters between two parties do not constitute a completed agreement for the sale and conveyance of real estate, unless there is upon the face of the correspondence a clear accession on both sides to one and the same set of terms. An offer of a bargain by one person to another imposes no obligation upon the former, unless it is accepted by the latter according to the terms on which the offer was made. Any qualification of or departure from those terms invalidates the offer, unless the same is agreed to by the party who made the offer. Where the negotiations are by letters, they constitute no agreement unless the answer to the offer is a simple acceptance, without the introduction of any new term.

Facts:

The vendee and the vendor resided in different towns. A letter written by the vendor to the vendee offered to sell the property for $800 cash. The vendee responded in a lengthy letter, adding instructions for delivery of the deed to a third-party who would deliver it and receive the purchase-money for the vendor. The vendee brought an action in the district court for Ramsey County (Minnesota) for specific performance of an alleged agreement by defendant vendor to convey certain real estate. The vendor denied the making of any contract or that any negotiations were had between the parties except by means of certain letters, the contents of which were admitted. The vendee demurred. Demurrer was sustained by a referee, and the vendor appealed.

Issue:

Did the letters between the parties constitute a completed agreement for the sale of real estate?

Answer:

No.

Conclusion:

The court reversed the demurrer for the vendee, reasoning that the letters between the parties did not constitute a completed agreement for the sale of real estate because there was not, upon the face of the correspondence, a clear accession on both sides to one and the same set of terms. The vendor's letter constituted an offer to sell. But the vendee did not confine himself to a simple acceptance of the offer in his responsive letter. Rather, the vendee introduced a qualification to and a departure from the terms of the offer by fixing a different place for the delivery of the deed and the payment of the money. Although the vendee commenced his letter by saying that he accepted the offer, the whole letter had to be read together. Thereby having been no unconditional acceptance of the vendor's offer, there was no completed agreement between the parties.