An offeror has complete control over an offer and may condition acceptance to the terms of the offer. The language of an offer may moreover govern the mode of acceptance required, and, where an offer requires a written acceptance, no other mode may be used.
Plaintiff, the trustee for the purchaser, brought suit against defendants alleging breach of contract. The basis of plaintiff's claim was a real estate sale contract. The purchasing agent for the purchaser signed the contract, but plaintiff did not. The trial court granted summary judgment for defendants on plaintiff's claims, finding that there were no genuine issues of material fact as to whether a contract was formed between plaintiff and defendants. The trial court stated that the contract contained a clause which states that “this Contract shall be presented to the trust for full execution. Upon the trust's execution, this Contract will then be in full force and a copy of a fully executed Contract along with evidence of the earnest money deposit will be delivered back to Seller.” The trial court ruled that though it is unambiguous, the only reasonable inference is that the trustee should sign for the contract to become effective. On appeal, plaintiff argued that the beneficiaries to a trust may contract and bind the trust, thus, since the agent of the purchaser signed, then the trust’s execution is no longer required.
Is the real estate sale contract unenforceable for the trustee’s failure to sign on behalf of the purchaser?
On appeal, the court found that no contract was formed between plaintiff and defendants. Since the contract required that plaintiff execute the agreement for acceptance, plaintiff's failure to execute negated the formation of an enforceable contract. While there was an offer, there was no acceptance according to the terms of the contract. As for the plaintiff’s argument that an agent of the beneficiary may bind the trust, the document at issue stated clearly that the contract would be in full force upon the trust's execution. This indicates that the only mode by which the offer could be accepted was execution of the document by the trust. Plaintiff admitted in its pleadings that the contract submitted was a true and correct copy of the contract.