Normile v. Miller
Facts
Normile and Kurniawan submitted a written offer to buy Miller's property, stating that the offer had to be accepted by 5:00 p.m. on August 5, 1980. Miller signed the form under seal but changed several material terms, including the earnest money, down payment, mortgage amount, loan term, and added a purchaser qualification contingency, thereby returning a counteroffer. Normile did not accept or reject that counteroffer when it was presented and instead believed he had an option and could wait. Before Normile later attempted to accept, Miller accepted Segal's similar offer, and Byer told Normile, "[Y]ou snooze, you lose; the property has been sold."
Issue
Whether the time-for-acceptance provision in the buyers' original offer became part of Miller's counteroffer so as to make the counteroffer an irrevocable option until 5:00 p.m. on August 5, and whether Normile could accept the counteroffer after receiving notice that Miller had revoked it by selling to Segal.
Rule
A seller's purported acceptance that changes material terms is a qualified acceptance and therefore a counteroffer, which rejects the original offer. The original offer's time-for-acceptance provision does not become a term of the counteroffer unless the counteroffer manifests assent to that provision. An option contract requires, at minimum, a promise to hold the offer open for a specified time. A revocable offer is terminated when the offeree receives reliable notice that the offeror has taken definite action inconsistent with an intent to contract, and thereafter the offeree has no power to accept.
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