Normile v. Miller Final Case Brief PDF

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Case of Normal v. Miller final case brief...

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Normile v. Miller Supreme Court of North Carolina (1985)  

Plaintiff o Normile & Kurniawan – Buyers Defendant o Miller – Owned real-estate in Charlotte, North Carolina – Seller

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Facts o Normile & Kurniawan drafted a written offer to purchase the property with the help of real estate broker, Richard Byer o Included a provision in paragraph nine that said, “offer and closing date: time is of the essence; therefore, this offer must be accepted on or before 5:00 PM August 5th 1980.” A signed copy shall be promptly returned to the purchaser. o the defendant returned the document with changes to (1) increase the earnest money deposit from $100 to $500; (2) increase in the down payment due at closing from $875 to $1000; (3) a decrease in the unpaid principle of the existing mortgage amount; (4) a decrease in the term of the loan from seller from 25 years to 20 years; (5) and a purchase qualification contingency added in the outer margin of the form o The counteroffer was returned to the plaintiffs. Byer said that Normile did not have the $500 for the deposit and that Normile stated he did not want to go 25 years because he wanted lower payments o Byer was under the impression at this point that Normile thought he had first option on the property and that nobody else could put an offer in on it and buy it while he had this counteroffer, so he was going to wait a while before he decided what to do with it o Byer he had rejected the counteroffer o at 12:30 AM on August 5th, Byer went to the home of plaintiff Segal with terms similar to the counteroffer by defendant. This offer was accepted without change by the defendant o at 2:00 PM the same day, Byer notified Normile that defendant had revoked the counteroffer and commented you snooze you lose the property had been sold o prior to 5:00 PM on the same day, Normile & Kurniawan initial the offer to purchase form containing defendant counteroffer and delivered the form to the Gallery of the Homes with the $500 deposit

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Plaintiff’s Argument o We had first option no one else could have put an offer in we accepted the counteroffer before the inclusion date and therefore want the contract to be completed and the title given to us

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Defendant’s Argument o In her answer recognized the validity of the contract between her and plaintiff Segal. However, because of the action for specific performance commenced by

plaintiffs Normile & Kurniawan, defendant contended that she was unable to legally convey title to plaintiff Segal 

Procedural History o Both plaintiffs filed a motion for summary judgment o Segal’s motion for summary judgment was granted by the trial court and defendant was ordered to specifically perform a contract to convey the property to seal o Plaintiffs Normile & Kurniawan appeal to the Court of Appeals from the trial court's denial of their motion for summary judgment o The court unanimously affirmed the trial court's actions o discretionary review was allowed by this court on petition of plaintiffs Normile & Kurniawan  The authority appellate courts have to decide which appeals they will consider from among the cases submitted to them

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Issue o o o o

Was there an offer? What was the legal effect of Miller’s August 4th response to Normile? Did Normile have an option? Did Miller revoke her offer before Normile accepted it?

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Rule o Restatement (second) of contract section 35  The offeror is the creator of the power and therefore it leaves his hands he may fashion it to his will if he names the specific period for its existence the offeree can accept only during this o If the seller purports to accept but changes or modifies terms of the offer he makes what is generally referred to as a qualified or conditional acceptance. The effect of such an acceptance so conditioned is to make a new counterproposal upon which the parties have not yet agreed but which is open for acceptance or rejection. such a reply from the seller is actually a counter offer any rejection of the buyer's offer o The reason is that the counteroffer is interpreted as being in effect the statement by the offeree not only that he will enter into the transaction on the term stated in his counteroffer but also by implication that he will not assent to the terms of the original offer o The question whether a contract has been made must be determined from a consideration of the expressed intention of the parties, that is from a consideration of their words or acts o It is a fundamental tenet of the common law that and offers generally freely revocable and be countermanded by the offer or a anytime before it has been accepted by the offeree

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Reasoning

o Defendant did not accept offer prior to the expiration of the time limit contained within the offer. The offeree changed the original offer in several material respects, most notably in the terms regarding payment of the purchase price o The plaintiff's original offer was rejected and ceased to exist o The counteroffer by the offeree requires the original offer or to either accept or reject o In their brief, Byer said that neither accepted nor rejected. Therefore, the plaintiffs did not manifest any intent to agree to or accept the terms contained in defendant's counteroffer o Although Normile’s mistaken belief that he had an option is unfortunate he still failed to express to Byer his agreement to or rejection of the counteroffer made by defendant o Plaintiffs did not accept either expressly or by conduct defendant’s counteroffer. absent either an acceptance or rejection there was no meeting of the minds or mutual assent between the parties therefore there was no contract o A qualified acceptance was in reality a rejection of the plaintiff's original offer because it was coupled with certain modifications or changes that were not obtained in the original offer o There was no meeting of the minds since the parties failed to assent to the same thing in the same sense o There was no language indicating that defendant anyway agreed to sell or convey her real property to plaintiffs at their request within a specified period of time o Nowhere is their companion language to the effect that defendant hereby agreed to sell or convey to the purchasers if they accept it by a certain date o A necessary ingredient to the creation of an option contract (a promise to hold an offer open for a specified time) is not present o By entering into the contract with plaintiff Segal, the defendant manifested her intention to revoke her previous counteroffer to plaintiffs 

Holding o Regardless of whether or not the seal imported the necessary consideration, we conclude that defendant made no promise or agreement to hold her offer open. Accordingly, we hold that the defendant's counteroffer was not transformed into an irrevocable offer for the time limit contained in the original offer because the defendant's conditional acceptance did not include the time for acceptance provision as part of its terms and because the defendant did not make any promise to hold her counter offer open for any stated time o The decision of the Court of Appeals is modified and affirmed in favor of the seller...