Southworth v. Oliver

284 Or. 361, 587 P.2d 994 (1978)



Although a price quotation, standing alone, is not an offer, there may be circumstances under which a price quotation, when considered together with facts and circumstances, may constitute an offer which, if accepted, will result in a binding contract. It is also recognized that such an offer may be made to more than one person. Thus, the fact that a price quotation is sent to more than one person does not, of itself, require a holding that such a price quotation is not an offer.


Defendants owned ranches and decided to sell a portion of their property. Plaintiff alleged that one of the defendants stopped by his ranch and said that he was interested in selling the property. Several days later, plaintiff received a letter from defendants with a price quotation for the property. Upon receiving the letter, plaintiff immediately responded by a letter accepting the offer to sell. Defendants then mailed a letter to plaintiff stating that the latter had misconstrued their prior negotiations and that the former have not made a firm offer of sale. In a suit in equity for a declaratory judgment by plaintiff that defendants “are obligated to sell” to plaintiff the property, the circuit court decreed a specific performance in favor of plaintiff. Defendants appealed. The state supreme court affirmed.


Did the letter mailed from defendant landowners to plaintiff purchaser quoting a purchase price constitute an offer to sell, that if properly accepted, would be enough to form a binding contract for enforcement purposes?




Modern law construed both acts and words as having the meaning a reasonable person would attach to them in view of surrounding circumstances and a contract included not only what parties said, but what was necessarily implied from what they said. Defendants' letter quoting a price, when considered together with the facts and circumstances, constituted an offer and purchaser's acceptance resulted in a binding contract.

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