Roth

In an action seeking specific performance of an alleged contract for the sale of real property, the would-be buyer, plaintiff John Roth, appeals from summary judgment entered in favor of the property owner, defendant George E. Malson.

Plaintiff buyer made a written offer to buy real property. Defendant seller made a written counteroffer on a standard form adopted by the California Association of Realtors. The form had a signature line, entitled “Acceptance,” whereby plaintiff could accept the counteroffer. Instead of signing the “Acceptance” portion of the form, plaintiff signed a different portion of the form, entitled “Counter to Counter Offer.” In a portion of the form denominated “Changes/Amendments,” plaintiff also wrote in certain terms of the purchase, although it ultimately turned out that these terms did not vary from the terms of defendant’s counteroffer.

The trial court concluded no contract was formed because plaintiff’s “Counter to Counter Offer” was a qualified acceptance of defendant’s counteroffer. We agree with the trial court and shall affirm the judgment in favor of defendant.

Factual and Procedural Background

In July 1995, defendant entered into an…

I respectfully dissent.

As there are no special rules restricted to real estate contracts or to standard form agreements, the disposition of this matter is controlled by general principles of contract law. The majority accurately summarizes the applicable principles and I have no quarrel with their explication of them. Their opinion falters not in misstating the general principles but in failing to apply them to the standard form agreement before us. Their bright line standard, adopted from Krasley v. Superior Court (1980) 101 Cal.App.3d 425 [ 161 Cal.Rptr. 629 ], is enticing—judicial decisionmaking becomes a simple matter of inspecting boxes on standard forms—but runs counter to the reasonable expectation of the parties, an overarching standard which heretofore has governed our decisionmaking in this area.

The controlling principles can be easily summarized: A contract requires an offer and acceptance. As a general proposition, an acceptance must manifest an unconditional agreement to all the terms of the offer and an intention to be bound thereby. More particularly, an acceptance must comport with two separate but related principles. First, an acceptance must not change, add…

SIMS, Acting Presiding Justice.

In an action seeking specific performance of an alleged contract for the sale of real property, the would-be buyer, plaintiff John Roth, appeals from summary judgment entered in favor of the property owner, defendant George E. Malson.

Plaintiff buyer made a written offer to buy real property. Defendant seller made a written counteroffer on a standard form adopted by the California Association of Realtors. The form had a signature line, entitled "ACCEPTANCE," whereby plaintiff could accept the counteroffer. Instead of signing the "ACCEPTANCE" portion of the form, plaintiff signed a different portion of the form, entitled "COUNTER TO COUNTEROFFER." In a portion of the form denominated "CHANGES/AMENDMENTS," plaintiff also wrote in certain terms of the purchase, although it ultimately turned out that these terms did not vary from the terms of defendant's counteroffer.

The trial court concluded no contract was formed because plaintiffs "COUNTER TO COUNTEROFFER" was a qualified acceptance of defendant's counteroffer. We agree with the trial court and shall affirm the judgment in favor of defendant.

In July 1995, defendant entered into an agreement…