Southworth v. Oliver

• Southworth = plaintiff = a cattle rancher = a buyer
• Oliver = defendant = a property seller
• In May 1976, Oliver visited his neighbor Southworth
• Southwest announced that he'd arrange financing to buy parts of Oliver's land
• On June 13th 1976, Southworth telephoned Oliver inquiring again about Oliver's intent to sell
• Oliver sent a letter (dated June 17th 1976) regarding a property sale to Southworth
• The June 17th 1976 letter set the price for about 3,000 acres of land at about $324,000 in addition to requiring a 29% down payment
• On June 21st 1976, Southworth mailed back his acceptance
• Oliver later (June 24th) announced that the letter wasn't an offer to sell but was intended to warm up negotiations among like interested buyers

• Southwest sued Oliver seeking a declaratory judgment enforcing the property sale.
• Oliver testified that he had sent the sale letter of June 17th 1976 to 2 other interested neighbors as well
• Southworth won in the state trial court in Oregon

Can words that a reasonable person interpret as an offer be enforced as an offer, even if the writer didn't intend for them to be an offer?

Words that can interpreted by a reasonable person as an offer may be enforced as an offer, even if the writer didn't intend them as an offer.

Specific performance of the property sale is upheld.

Affirmed

The more definite the proposal to sell with details of the sale, the more reasonable it becomes to treat the communication as an offer.

Judge Tongue:

(acts) + (words) ==> a reasonable person would interpret the words to be an offer

Thus, the actions surrounding the 2 parties order important in deciding whether a contract has been formed.

Contracts_Farnsworth/Outline#Chapter_2:_Creating_Contractual_Obligations:_Offer_and_Acceptance