Keeler

Appellants were the owners of the leasehold and furnishings of the Ramona Hotel in San Francisco. Being desirous of disposing of these properties they entered into negotiations with respondents, who were real estate brokers. Respondents secured an offer from one Swanson to exchange a ranch owned by him for appellants’ hotel properties. This offer took the form of a writing embodying an agreement to exchange the properties upon terms set out therein, which was signed by Swanson and transmitted by respondents to appellants for their signatures. Instead of signing this proposed agreement appellants attached thereto a letter signed by themselves which recited that they accepted and approved the proposed agreement ‘ ‘ with the following stipulations and conditions added thereto”. The letter set out several stipulations different from or additional to those contained in the proposed agreement signed by Swanson and was therefore in legal effect not an acceptance of the contract proposed by Swanson, but a counter offer to him and did not result in a binding contract between Swanson and appellants for the exchange of their properties.

However, the proposed agreement as executed by Swanson…