The brief
| Citation | 313 N.C. 98 (1985) |
|---|---|
| Court and year | Supreme Court of North Carolina, 1985 |
| Procedural posture | Normile and Kurniawan and a second buyer, Segal, both sued for specific performance of the same house. The trial court granted summary judgment for Segal, the Court of Appeals affirmed, and the North Carolina Supreme Court modified and affirmed. |
| Facts | Normile and Kurniawan offered to buy Miller’s property on a form requiring acceptance by 5 p.m. on August 5, 1980. Miller signed under seal but changed material payment terms, including increasing the earnest-money deposit from $100 to $500. When the broker presented the counteroffer, Normile neither accepted nor rejected it, mistakenly believing he already held an option. Miller accepted Segal’s separate offer. At about 2 p.m. on August 5, the broker told Normile that the property had been sold. The first buyers later initialed Miller’s counteroffer and delivered their deposit before 5 p.m., then sought specific performance in competition with Segal. |
| Issue | Was Miller's counteroffer an irrevocable offer that stayed open until the 5 p.m. deadline in the buyers' original offer, so that she could not sell to Segal? |
| Rule | A counteroffer changing material terms rejects the original offer and calls for assent to the substituted bargain. In this transaction, the original buyers’ deadline did not become a seller’s promise to keep her counteroffer open. Reliable information of definite action inconsistent with the offer can terminate the power of acceptance before a later attempted acceptance. |
| Holding | The counteroffer was revocable, and notice of its revocation reached the buyers before they attempted acceptance. The court modified and affirmed the decision sustaining specific performance for Segal. |
Reasoning
The original deadline limited Miller’s power to accept the buyers’ proposal. Her material changes rejected that proposal; the deadline did not itself create an undertaking by her to hold a new offer open. The counteroffer contained no separate promise to keep it available.
That missing promise resolved the asserted option. The court therefore left unanswered the argument that Miller’s seal supplied consideration. A seal could not supply an undertaking she had not made.
Normile’s private belief that the property was off the market was not assent to the changed terms. Segal meanwhile submitted an offer Miller accepted. The broker’s later report gave the first buyers reliable notice of the inconsistent sale before their attempted acceptance.
Their subsequent initials and deposit could not revive the revoked counteroffer. At most they submitted another offer, which Miller did not accept. The sequence of communication mattered as well as the intervening sale.
Why it is assigned
Start with the communications. A deadline is not an option. Because Miller’s counteroffer did not promise to preserve the power of acceptance, the analysis cannot borrow a deadline from the buyers’ original proposal to create an option, ignore reliable notice that she had accepted another offer, or treat the buyers’ later initials and deposit as reviving terms she had already revoked. Set out the counteroffer, the other buyer’s acceptance, notice and attempted acceptance in their actual sequence. The seal question remains reserved. Without an undertaking to hold the proposal open, the case did not decide whether a seal could supply consideration for such a promise under governing law.
Limits of the holding
Normile applies common-law principles to this land transaction. It explains indirect notice by reference to Dickinson and does not hold that an undisclosed sale automatically communicates revocation. Nor does it resolve every effect of a seal or every rule governing a merchant’s goods offer.
Two changed-facts hypotheticals
The seller privately signs with another buyer, but the original offeree accepts before receiving any revocation or reliable information of the sale. Assume no other reason the offer ended.
Show the analysis
The notice element that defeated acceptance in Normile is missing. The inconsistent act alone does not establish that the offeree’s power ended through communicated revocation; analyze the effective acceptance and any resulting competing obligations separately.
A seller signs under seal and expressly promises to keep a counteroffer open for a week. The buyer argues that the seal supplies consideration.
Show the analysis
Unlike Normile, an express hold-open promise exists. The remaining legal effect of the seal requires governing authority beyond Normile, because that court expressly declined to decide the consideration issue.
Quick answers
Why could the seller revoke the counteroffer?
That a seller's counteroffer was revocable because it did not promise to stay open, and it did not take on the time limit of the buyers' original offer.
Does a seal make an offer irrevocable?
Normile did not decide whether a seal could supply consideration for an actual hold-open promise. Miller made no such promise, so the proposed option failed at that earlier step. A problem containing an express undertaking requires governing authority on the seal issue beyond this reserved question.