A valid contract between two parties can only exist when the parties assent to the same thing in the same sense, and their minds meet as to all terms. This assent, or meeting of the minds, requires an offer and acceptance in the exact terms and that the acceptance must be communicated to the offeror. If the terms of the offer are changed or any new ones added by the acceptance, there is no meeting of the minds and, consequently, no contract. This counteroffer amounts to a rejection of the original offer.
Plaintiff-appellant potential purchasers made an offer to purchase defendant seller's home. Defendant responded with a counter-offer. Plaintiff-appellants did not accept or reject the counter-offer but believed they had an option on defendant's home. The next day defendant sold the house to plaintiff-appellee, another potential purchaser. Plaintiff-appellants then accepted the counter-offer terms and sued for specific performance, as did plaintiff-appellee, in separate actions which were consolidated by the lower court. The North Carolina Supreme Court affirmed the summary judgment for plaintiff-appellee.
Did defendant-seller accept plaintiff-appellants' offer prior to the expiration of the time limit contained within the offer?
The counter-offer by defendant, which stated that plaintiff-appellants had until 5:00 p.m. of the next day to accept, did not constitute a binding and enforceable option contract. Defendant's counter-offer on plaintiff-appellants' original offer was a rejection of that offer, which meant that the time for acceptance provision in plaintiff-appellants' original offer was also rejected and did not become part of defendant's counter-offer. Defendant then properly revoked the counter-offer by selling the property to plaintiff-appellee and thus gave plaintiff-appellants notice of that revocation.