Owen v. Tunison
131 Me. 42, 158 A. 926 (1932)
A letter naming the only price he would take, and no contract
- In one lineEn una línea
- A reply that it would not be possible to sell unless a price were received is a statement of terms, not an offer that acceptance can close.Una respuesta de que no sería posible vender salvo recibiendo cierto precio es una declaración de condiciones, no una oferta que la aceptación pueda cerrar.
- RuleRegla
- An offer requires a manifestation of willingness to enter a bargain that justifies the recipient in understanding that assent will conclude it; a statement of the price at which one might sell, or a refusal to sell below a figure, invites further negotiation and is not an offer.
- Why this case is herePor qué está aquí este caso
- The first offer case of the course (Sept. 8): a statement that one would not sell for less than a price is not an offer, so the buyer's acceptance created nothing. It sets up the objective test: would a reasonable person in the recipient's shoes understand a commitment to be bound?
- Procedural posturePostura procesal
- Buyer sued for breach after the owner refused to convey; the trial court reported the case to the Supreme Judicial Court, which held no contract existed and entered judgment for the defendant.
Facts
Owen wrote to Tunison asking whether he would sell a commercial block in Bucksport, Maine, for $6,000. Tunison answered from France that because of improvements he had made it would not be possible for him to sell unless he received $16,000 cash. Owen replied accepting the property at $16,000 and asking for the deed. Tunison then wrote that he did not wish to sell.
Procedural posture
Owen sued for breach of contract. The case was reported to the Supreme Judicial Court on the question whether a contract had been formed; the court held it had not.
Issue
Whether Tunison’s letter was an offer that Owen’s acceptance could convert into a contract.
Holding
No. The letter was at most a statement of the price below which the owner would not sell, an invitation to make an offer, and Owen’s acceptance therefore formed no contract.
Reasoning
The court applied the objective standard: an offer is a proposal that a reasonable person in the recipient’s position would understand as inviting acceptance and promising to be bound. Tunison’s language, that it would not be possible to sell unless he received $16,000, expressed a reluctance and a floor, not a commitment to convey at that price. Statements of price in reply to inquiries are ordinarily not offers.
Rule (own words)
Look for commitment, not information. A seller who tells you the least he would take has told you where negotiations might start, not promised to sell.
What-ifs
- Tunison writes: I will sell the block to you for $16,000 cash. Offer; Owen’s letter accepts.
- Owen’s first letter had said: I will pay $6,000; please accept by return mail. Then Owen made the offer, and Tunison’s reply was a rejection and counter-statement.
- Tunison’s letter was sent to several prospective buyers naming the same figure: even stronger that it was an invitation, since one cannot sell one block to all.
Likely follow-upsRepreguntas probables
What words made the difference?
What if the reply had said: I will sell for $16,000 cash?
Mexican comparison?
Say the answer out loud before revealing each part. Rate yourself honestly; the case comes back sooner when you miss.Di la respuesta en voz alta antes de revelar cada parte. Califícate con honestidad; el caso vuelve antes si fallas.
Panic kit: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”Kit de pánico: “Could you repeat the question, please?” · “Let me make sure I have the facts right: …” · “I'm not certain, but I'd argue … because …”