Ragosta v. Wilder

Ragosta v. Wilder

1991 Vermont Supreme Court

• Wilder was offerer (defendant), Ragosta offeree (plaintiff). Offer was to sell real estate (known as ‘The Fork Shop’).
• Wilder claims Ragosta could no longer accept, since offer had been revoked.
• Ragosta claims Wilder could not revoke, because he gave Wilder a certain period of time in which to respond (essentially a firm offer).
• Ragosta firms claims Wilder promised to give him certain amount of time to accept, court finds there was no consideration. Although Ragosta tendered $2,000 deposit, Wilder sent it back uncashed. Furthermore, receipt of deposit was not bargained for.
• Alternative basis: Ragosta relied to his detriment on the promise; thus it is too late to reverse, thus law must grant remedy.
• Court won’t agree to Promissory Estoppel , because plaintiff would have incurred costs anyway.
• Equitable estoppel: no false representation of fact, thus no equitable estoppel.
• UCC 2-205: Firm Offers ? An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
? UCC definitions–some are set out in general definitions 1-201, then are specifically defined in their particular sections. Some are only defined in their sections and not in general definitions.
? Some provisions (i.e., firm offer, Statute of Frauds ) applies only to merchants.

Firm offer is kind of option contract. Contract where one party holds the option, has right or power to exexercise option, but is not bound to do so. Used extensively in securities tradings.

Purpose of interpretation: language has to be interpreted in context, not always visible from language. Used by Llewelyn in UCC development, explains extensive comments in UCC.

Mirror Image Rule: under Common law , if one makes an offer, and reply to offer is not identical to original offer, then it constitutes a counteroffer rather than an acceptance.

Last Shot Doctrine: another way of talking about Mirror Image Rule. Last party sending something in writing back which was then acting upon by both parties is the contract.

Battle of the forms: Even though buyers and sellers were sending each other forms that differed, they thought they were binding contracts. Legal realism–mirror image rule does not reflect reality of how people think about contracts.

Standardized forms: advantage–saves transaction costs. Disadvantage–not always the same form between parties; buyers and sellers forms rarely agree.

• UCC 2-207: Additional Terms in Acceptance or Confirmation: ? “A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon”– rejects mirror image rule.
? “unless acceptance is expressly made conditional on assent to the additional or different terms.”– return to Common law approach–counteroffer.
? “The additional terms are to be construed as proposals for addition to the contract.”– are these considered additional or different?
? Between merchants such terms become part of the contract unless: ? the offer expressly limits acceptance to the terms of the offer; (or)
? they materially alter it; or
? notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

? Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any Other provisions of this Act.

Author: international

Mentioned in these Entries

Common law, Other provisions, Promissory Estoppel, Statute of Frauds.