Fitzhugh v. Jones
6 Va. 83 · Supreme Court of Virginia · 1818
Facts
The appellee inquired of appellant Fitzhugh about purchasing land, asking for terms and proposing payment, including $1000 down to Fitzhugh's agent, Mr. Brooke. Fitzhugh responded, stating his price and requiring the purchaser to establish the land's lines, while agreeing to the payment terms and requesting a prompt reply if the appellee accepted. The appellee promptly replied, accepting the proposed terms for the land and agreeing to ascertain the lines, though expressing a wish for Mr. Brooke's assistance with boundaries. Subsequently, Fitzhugh sold the same land to Grinnan, who was aware of the prior purchase by the appellee.
Procedural history
The defendants appealed from a decree. This Court delivered the opinion, affirming the decree with costs and remanding the cause for final consummation.
Issue
Did the exchange of letters between the appellee and appellant Fitzhugh constitute a complete and concluded contract for the sale of land?
Holding
Yes, the exchange of letters amounted to a complete and concluded contract for the land, and the decree enforcing it is affirmed.
Rule
A complete and concluded contract can be formed through an exchange of letters if one letter constitutes a definite offer and the subsequent letter constitutes an unequivocal acceptance of those terms. An offer must clearly state terms, and an acceptance must agree to those terms without waiving or abandoning them, even if expressing a wish for additional assistance. The court reasoned that if such correspondence did not form a contract, then almost no contract could be made unless parties were personally present. The word "immediately" in a payment term means prompt payment, not a credit payment.
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