Benya v. Stevens & Thompson Paper Co.

143 Vt. 521 (1983)

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Nature of the Case

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Facts

In September 1979, D entered into an exclusive listing agreement with Patricia Standen and Associates (Standen), a Vermont real estate brokerage for the sale of 5,243 acres of timber land. Landvest, Inc. (Landvest) communicated with P, a United States citizen residing in Great Britain, concerning the availability of D's land. On September 24, 1979, Landvest prepared a purchase and sales agreement for the purchase of the woodlot. P executed the agreement, which was then forwarded to D. D's attorney made a number of significant interlined additions and modifications to the purchase and sales agreement. D's vice president then initialed each change and signed the document. The document was then mailed back to Landvest, who discussed the changes with P. P disagreed with the proposed amount of deposit and wanted clarification on some of the other modifications made by D. After consulting by telephone with D's attorney, a new purchase and sales agreement was prepared by Landvest. The terms of this document differed from the previous two versions in a number of areas, most significantly in reducing the amount of deposit back to $ 5,000 and postponing the due date of the first quarterly payment for one year. P executed this document on October 19, 1979, and it was received by D in early November 1979. D never responded. The woodlot had been sold to another prospective purchaser on November 7, 1979. P sued D. The trial court found that the September 24, 1979, purchase and sales agreement constituted a binding contract as both parties had signed it. It held that the changes made by D to P's purchase and sales agreement were minor since the purchase price, closing date, and deposit were substantially the same, and therefore did not constitute a counteroffer. The court also found that the changes involving mortgage details were separate and distinct from the offer to purchase and did not affect the existence of a contract between the parties. P was awarded substantial damages and D appealed.