Normile v. Miller
Supreme Court of North Carolina
313 N.C. 98, 326 S.E.2d 11 (1985)
Facts: Defendant put a piece of real estate up for sale. Plaintiffs Normile and Kurniawan made an offer (on the condition it was accepted by 5pm Aug. 5th 1980); Defendant Miller made a counteroffer. Plaintiffs N&K considered the offer, but their agent thought they rejected it and found another buyer, Plaintiff Segal. Plaintiff Segal made an offer (similar to the Defendant's earlier counteroffer) that the defendant accepted on the 5th. After this, at 2 pm, the agent told N&K that the defendant had revoked her offer (he said "You snooze, you lose; the property has been sold"). Prior to 5 pm, N&K had signed and initialed the counteroffer and put down the deposit.
Procedure: Trial court ordered defendant to convey the property to plaintiff Segal (in a summary judgement; both sets of plaintiffs had moved for summary judgment). Plaintiffs N&K appealed on their motion for summary judgment being denied; Court of Appeals unanimously affirmed the trial court's actions. This court is reviewing N&K's petition.
Issue: Did the time limit in the initial offer create an option? Also, "If a seller rejects a prospective purchaser's offer to purchase but makes a counteroffer that is not accepted by the prospective purchaser, does the prospective purchaser have the power to accept after he receives notice that the counteroffer has been revoked?"
Holding: No and no.
Reasoning: The time limit evaporated when D rejected the offer and created a counteroffer. Since the Ps did not respond, they certainly did not accept the counteroffer and they had no option on the property, so it was legitimately sold to a third party.
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5 comments:
you're my savior!
-from a thankful 1L at Uni of South Carolina
The time condition of 5pm was not in the counter-offer....it was in the Plaintiff Normile and Kurniawan's original offer to purchase. The reason Normile lost the case is because the time constraint no longer applied since it did not appear in the counter offer
I'd had it right in my reasoning, but wrong in my facts... thanks anon!
Earlier anonymous poster....double check this. The court's decision is confusing in its wording, but the piece of paper sent back to plaintiffs H and K from defendant-seller certainly included that clause. It was not crossed out and no law requires the person making the counter-offer to initial all the points in the original offer that he/she assents to. The issue is really about option contracts. The question is whether something can be construed to convey exclusive option to a certain buyer unless enumerated clearly in the offer. This is why H and K lost. That and the offer was rescinded by the time they accepted it.
Actually, Charles, if you read the opinion in Normile v. Miller you'll see this handy quote: "...the time-for-acceptance provision contained in plaintiff-appellants' original offer did not become part of the terms of the counter-offer." It appears that the time condition was of the essence.
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