Ever-Tite Roofing Corp. v. Green

Court of Appeal of Louisiana, Second Circuit · 1955 · Contracts

Contractsacceptanceperformancereasonable timerevocationoffer and acceptanceacceptance by performancecommencing performance

Facts

Defendants signed a written instrument on June 10, 1953 for plaintiff to re-roof their residence, and the instrument stated it would become binding only upon written acceptance by plaintiff's principal or authorized officer, or upon commencing performance of the work. Because the job was to be performed on credit, plaintiff obtained credit reports and lending approval, a process the defendants knew would be necessary. The day after approval, plaintiff loaded trucks with roofing materials, engaged workmen, and sent them from Shreveport to defendants' residence to do the job. When they arrived, defendants had already hired others and told plaintiff's crew that the work had been contracted to someone else and forbade plaintiff from performing.

Issue

When a written proposal states that it becomes binding upon written acceptance or upon commencing performance, does the contractor accept by loading materials and sending workmen to the job site within a reasonable time, so that the owners cannot revoke after that point? More specifically, did defendants revoke before acceptance, or had plaintiff already commenced performance and formed a contract?

Rule

If an offer does not specify a time for acceptance, it remains open for a reasonable time under the circumstances. Where the offer permits acceptance by commencing performance, acceptance occurs when the offeree begins performance, and commencement may include preparatory acts that are part of the work undertaken. After such acceptance within a reasonable time, the offeror's attempted revocation is ineffective.

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In Tulsa, Nora Benton signed a written proposal for Summit Peak Siding Co. to install new exterior siding on credit. The proposal stated it would become binding only upon written acceptance by an authorized officer or upon commencing performance; after obtaining the financing approval both sides anticipated, Summit Peak loaded the custom siding onto its truck and sent its crew to Nora's house, where Nora told them she had hired another company the night before.

Was a contract formed before Nora's attempted withdrawal?

Explanation. Where an offer permits acceptance either by written approval or by commencing performance, acceptance occurs when the offeree begins performance within a reasonable time. Under the majority opinion, commencement can include loading materials and transporting workers and materials to the job site when those acts are part of carrying out the contracted work. Because Summit Peak had begun performance before Nora's notice, her attempted revocation was too late.