126 Of 174 documents

Corbin on Contracts

Copyright 2007, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

PART I FORMATION OF CONTRACTS

TOPIC A OFFER AND ACCEPTANCE

Supp. To CHAPTER 3 ACCEPTANCE AND REJECTION OF OFFER

1-3 Corbin on Contracts Supp. to § 3.10

Supp. to § 3.10 Acceptance of a Published Offer of a Reward for Action or Contest Prize

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(A) The following cases are noteworthy:

(1) Mears v. Nationwide Mut. Ins. Co., 91 F.3d 1118 (8th Cir. 1996) (applying Arkansas law). A contest soliciting a theme for an upcoming convention was distributed to 185 company employees and said ''Here's what you could win: His and Her's Mercedes. An all expense paid trip for two around the world. Additional prize to be announced.'' The offeror used the winner's theme, creating an enforceable bargain for two Mercedes-Benz automobiles. The case is also noted in § 4.1 concerning indefiniteness.

(2) Brown v. State of Wisconsin, 230 Wis. 2d 355, 602 N.W.2d 79 (1999) . An issue of first impression, in which the State of Wisconsin joined every state but one that has considered the question in holding that ''the relationship between a lottery ticket holder and the state lottery agency is primarily contractual in nature, and that the purchase of a ticket in the proper manner constitutes acceptance of an offer, forming a binding contract.'' The outlier is Indiana: Smith v. State Lottery Comm'n, 701 N.E.2d 926 (Ind. Ct. App. 1998) . In Smith the court held that under the Indiana regulations and statutes Smith's action was an appeal from an agency order, governed by the Administrative Procedure Act, precluding subject matter jurisdiction over a contracts claim in a court of general jurisdiction.

127 Of 174 documents

Corbin on Contracts

Copyright 2007, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

PART I FORMATION OF CONTRACTS

TOPIC A OFFER AND ACCEPTANCE

Supp. To CHAPTER 3 ACCEPTANCE AND REJECTION OF OFFER

1-3 Corbin on Contracts Supp. to § 3.13

Supp. to § 3.13 When Notice of Acceptance Is Necessary

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(A) The following case cites this section:

(1) Brzezinek v. Covenant Ins. Co., 74 Conn. App. 1, 810 A.2d 306 (App. Ct. 2002) , appeal denied, 815 A.2d 674 (Conn. 2003) . The plaintiffs intended to accept the offer of the defendant insurer to settle all claims resulting from a car accident with the defendant's insured. The plaintiffs' attorney, however, did not forward the signed releases to the insurer until after the statute of limitations had run. The court rejected the plaintiffs' argument that their conduct in forbearing from suit prior to the expiration of the statute constituted an acceptance. Citing Corbin, the court noted that an offeror can require an offer to be accepted in a particular manner and that manner will control. Where a promisor bargains for a promise of forbearance, but doesn't receive the promise, actual forbearance does not accept the offer. This case is fully discussed at § 2.16 and also noted at § 5.22.

(B) The following case is noteworthy:

(1) Wiseman v. Junior College District of St. Louis, 916 S.W.2d 267 (Mo. App. 1995) . A college made an offer-by issuing a ''Certificate of Administrative Appointment'' for a three-year term-to Wiseman, who purported to accept it by writing ''Above accepted by Ralph J. Wiseman 4/26/90'' on the certificate. Wiseman did nothing more with the Certificate. The court announced that an ''acceptance must be communicated'' to the offeror to be effective and ''without notice of acceptance to the offeror, a contract is not created.'' While the court was correct to hold that no contract was formed, its reasoning is a bit overbroad. Sometimes notice is not necessary for an acceptance to become effective. Notice probably was necessary in this case because the offeror would reasonably need to know of an acceptance in order to meet its administrative staffing needs in coming years.

(2) Norkunas v. Cochran, 168 Md. App. 192, 895 A. 2d 1101 (2006) . The defendant signed a letter of intent concerning the sale of her property that the court found to be a preliminary negotiation. See the discussion of this aspect of the case at § 1.16 (A). Pursuant to the letter of intent, the defendant received printed real estate contract forms which she signed. The defendant, however, did not return the forms to the plaintiff buyers. The court held that, to create a contract, an acceptance of an offer must be communicated to the offeror. Citing § 56 of the Restatement (Second) of Contracts, the court noted that a mere secret intent to accept an offer is not sufficient. Thus, even if the defendant's signature on the printed forms was intended to be an acceptance of the offer, the acceptance would not take effect until they were either mailed by her, in which case the postal dispatch rule would apply (see the discussion of this aspect of the case at § 3.24 (A) of this supplement), or otherwise transmitted to the buyers. A rule that would find the acceptance binding as soon as a party affixed a signature to an offer ''would create more controversies than it resolved.'' The signed documents never left the defendant's possession until discovery rules required her to permit her opponents to inspect and copy them. The court also rejected the plaintiff's argument that the defendant's acceptance could have been inferred from her silence since none of the exceptions to the general rule that silence does not constitute acceptance as set forth in § 69 of the Restatement (Second) of Contract were present.