Southworth v. Oliver (1978) Plaintiff - Southworth (buyer) Defendant - Oliver (seller) trial court held for plaintiff. Def appeals.


Procedural History:

Facts: The Defendant approached the Plaintiff about a sale of land. The Plaintiff expressed interest and the two parties spoke on the phone, et cetera, to talk about the deal. The Defendant subsequently mailed a letter to the Plaintiff with two attachments (Attachment 1: selling 2933 acres, $324 K, 29% down, Rest over 5 years at 5%, Also selling: grazing permits Attachment 2: selling 6365 acres). The Plaintiff thought this was an offer, and accepted the first attachment save the part that said “also selling: grazing permits.” The Defendant’s lawyer drafted a letter of return to the Plaintiff saying this wasn’t an offer, and certainly it wasn’t for you to “pick and choose.” The Plaintiff then sued. Issue: Was there an offer when the landowner submitted a letter quoting prices to create an enforceable contract? Holding: Yes, there was an offer. Affirmed.

Reasoning: · The Court looked at what was said and what can be necessarily implied from what was said to decide that the Plaintiff could reasonably infer there was an offer · It only counts as an offer it there was an intent for it to be an offer—but this intent does not have to be subjective, it is your words and actions · You have the power to accept if you think that given the circumstances, the power to accept was conveyed to you RULE: · It is an offer if the offeror objectively intended it to be an offer · It is an offer if the offeree reasonably believes that she has the power to accept Notes Pg. 268 - quote from Williston "modern law rightly construes both acts and words as having the meaning which a reasonable person present would put upon them in view of the surrounding circumstances." Buyer and seller talking, seller asking about the status of the sale, buyer says yes I will sell, but I need to find out details on price etc, and then he sent the letter stating this. So, in view of the surrounding conversation, it was clear it was an offer. Pg. 269 - Murray on Contracts - " if someone says "I am going to sell my car for $500" this is not an offer at its face value. This is only their present intention. Guidelines Murray say diff between offer and not an offer: 1. What a reasonable person would think (reasonable person standard) 2. Language used 3. Addressees (who did they it to) - if an indefinite group, less likely to be an offer (like ad), but if a named group, more likely to be an offer 4. Definiteness of the proposal - more definite (specific), more likely to be an offer Defendant says not an offer because it was missing a legal description of the

land. Court applies Murray's guidelines.