Contracts I, Pages 358–364

State of Rhode Island Dept. of Transp. v. Providence & Worcester R.R.

Supreme Court of Rhode Island, 1996


Defendant sold land containing tracks to plaintiff. Their agreement made it subject to a 30-day option for the state to purchase the premises, as required by statute giving the state the right of first refusal. They notified the state as required, telling them they were selling it for $100,000 and that they had thirty days to accept before they sold it to Promet. Plaintiff then accepted the offer in writing and no longer required defendant to remove the tracks like Promet required. Defendant and Promet's meeting was delayed for engineering reasons, which was told to the state. Plaintiff's assistant director arrived ten minutes before the scheduled closing time, only to find out that they had closed an hour and a half before at a different location without notifying him.

Procedural History:

Trial court found that plaintiff accepted defendant's offer within the thirty-day period.


Did plaintiff's letter constitute a valid acceptance?


When an acceptance absolves the offeror of a material obligation, the "rules of contract construction . . ." preclude construing that absolution as an additional term that invalidates the acceptance.


Don't apply as general rule.


Yes, plaintiff's letter constituted a valid acceptance. Affirmed except for the requirement for the state to pay interest.