Case: Southworth v.

Oliver (1978)

Parties: Plaintiff - Southworth (buyer)

Defendant - Oliver (seller)

Procedural History: trial court held for plaintiff. Def appeals.

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.