Lonergan v. Scolnick
129 Cal. App. 2d 179 · California Court of Appeal · 1954
Facts
Defendant Scolnick placed an advertisement in a Los Angeles paper for 40 acres in Joshua Tree, stating "need cash, will sacrifice." In response to an inquiry from plaintiff Lonergan, Scolnick wrote on March 26, describing the property, stating a "rock-bottom price" of $2,500 cash, and noting it was a "form letter." Lonergan then wrote on April 7, asking for more details and suggesting a bank for escrow "should I desire to purchase the land." Scolnick replied on April 8, confirming Lonergan had found the property, agreeing to the escrow agent, and stating, "If you are really interested, you will have to decide fast, as I expect to have a buyer in the next week or so." On April 12, Scolnick sold the property to a third party for $2,500. Lonergan received Scolnick's April 8 letter on April 14, and on April 15, Lonergan wrote to Scolnick stating he would open escrow and deposit $2,500 "in conformity with your offer."
Procedural history
Plaintiff Lonergan filed an action for specific performance or damages. The trial court first tried the issue of whether a contract was entered into, based on an agreed statement of facts and letters. The trial judge issued a memorandum opinion finding the April 8 letter, with previous correspondence, was a qualified offer requiring prompt acceptance, which Lonergan failed to provide. Findings of fact and conclusions of law were filed, determining no contract existed, and judgment was entered for Scolnick, from which Lonergan appealed.
Issue
Did the correspondence between Scolnick and Lonergan constitute a valid offer and acceptance, thereby forming a contract for the sale of the 40-acre property?
Holding
No, a contract was not formed between the parties because Scolnick's communications did not constitute a definite offer.
Rule
A contract requires a meeting of the minds, typically evidenced by a definite offer and acceptance. An offer is a manifestation of a fixed purpose to enter into a bargain. According to Restatement of Contracts § 25, if the recipient knows or has reason to know that the maker does not intend a fixed purpose until further assent, it is not an offer. Advertisements are generally considered requests for offers, and preliminary negotiations or inquiries about interest do not constitute a definite offer.
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