Contracts I, Pages 353–356

Ardente v. Horan

Supreme Court of Rhode Island, 1976

Facts:

Plaintiff bid $250,000 for property that defendants were selling, including furniture. Defendants' attorney advised plaintiff that it was acceptable, so he prepared a purchase and sale agreement and sent it to the attorney. Plaintiff investigated certain title conditions and then executed and returned the agreement, along with a check for $20,000 and a request for clarification that the furniture was included.

Procedural History:

Trial court ruled that the letter constituted a conditional acceptance and was therefore a counteroffer, and that no contract was then formed. Summary judgment was granted.

Issue:

Was plaintiff's request conditional acceptance?

Rule:

The acceptance may not impose additional conditions on the offer, but may be valid despite conditional language if the acceptance is clearly independent of the condition.

Reasoning:

The letter does not unequivocally say that plaintiff is willing to accept the complete the contract.

Holding:

Yes, plaintiff's request indicated conditional acceptance and a counteroffer. Affirmed.

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