Goodson v. Ancient Accepted Scottish Rite (Inc.)

A-1064-99T1 (N.J. Super. App. Div. 2000) (Unpublished)
  • Opinion Date: May 1, 2000

CONTRACTS; COUNTEROFFERS—When a party says it “can not” accept an offer because of a particular objectionable provision, the response does not constitute a counteroffer which can be accepted merely by deleting the objectionable provision.

An offer to buy a piece of property was transmitted to the seller through a broker. The attorney for the seller responded “that the Trustees would like to accept the offer from [the buyer] for $3,600,000, but can not do so because of Section 14 which must be amended or eliminated.” The buyer wanted the Court to treat this response as a counteroffer. The Court, however, held that when the Seller said that it “can not” accept the offer, the statement only constituted an expression of interest in entering into the contract if the brokers were able to resolve their dispute concerning entitlement to commissions for the transaction. Further, even if the communication of this resolution could have been viewed as a counteroffer, there was no evidence that the buyer communicated an unqualified acceptance of the essential condition of the alleged counteroffer, that is, either the elimination or the amendment, in a form satisfactory to the seller, of the contract clause at issue. Even though the buyer indicated that it was amenable to amending of that section, the buyer’s resolution stated that the only form of amendment acceptable to it was one that eliminated its exposure to multiple claims for the brokerage commission. It was clear to the Court that the dispute regarding the broker’s commission (which was implicated by Section 14) was not resolved prior to the time that the seller entered into a contract with another buyer.