Ardente v. Horan – Case Brief
Ardente v. Horan, 117 R.I. 254, 366 A.2d 162 (R.I. 1976).
Case Summary
Facts: Ardente (P) made a bid of $250,000 on real property owned by Horan (D). Horan notified Ardente that the offer was accepted and forwarded a formal written agreement. P signed the agreement and returned it together with a $20,000 check and a request for confirmation that certain items of furniture would be included in the transaction. D refused to sell those items or the property and did not sign the purchase and sales agreement.
P sued for specific performance and D moved for summary judgment on the grounds that no contract had formed. The court held that the P’s request for confirmation regarding the additional items was a conditional acceptance and therefore a counteroffer. The court granted D’s motion for summary judgment and P appealed.
Issue: Must an acceptance be definite and unequivocal to be effective?
Holding and Rule: Yes. An acceptance must be definite and unequivocal to be effective. In this case the mere execution of the agreement alone would have operated as acceptance. However, the terms of the letter conditioned that acceptance upon the inclusion of the furniture. An acceptance may not impose additional conditions on the offer, nor may it add limitations. An acceptance, which is equivocal or upon condition or with a limitation, is a counteroffer and requires acceptance by the original offeror before a contractual relationship exists. However, an acceptance may be valid despite conditional language if the acceptance is clearly independent of the condition.
The court held that the letter of acceptance by P was not consistent with an absolute acceptance accompanied by a request for a gratuitous benefit and therefore was a conditional acceptance or counteroffer.
Disposition: Affirmed.