Cochran v. Norkuna

919 A.2d 700 (2007)

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Nature of the Case

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Facts

Norkunas (D) listed property for sale. Ps expressed their interest in purchasing the property by drafting and delivering a handwritten letter of intent that spelled out key terms of an offer. P presented the letter of intent and a deposit check for $ 5,000 to D. The parties signed the letter of intent on March 7, 2004. D accepted the check, but there is no evidence in the record that the check was ever deposited or negotiated. D then got a package of documents with preprinted real estate forms to fill in and sign. One was entitled Residential Contract of Sale. D read the contract and addenda. D signed the contract and addenda on the majority of the signature lines, but D crossed out and did not sign the financing contingency provisions in paragraphs 20 and 21. After reviewing the documents, D did not return the documents to Ps or their agent, nor did she otherwise communicate to Ps or their agent that she had accepted their offer. D simply retained the signed documents. After a week, D communicated to Ps that she was taking the property off the market. Ps sued D for specific performance. The court granted summary judgment in favor of Ps. D appealed. The intermediate appellate court first concluded that the language of the letter of intent did not indicate that the parties had reached final agreement at the time the letter of intent was signed. The court held that D did not accept the contract, even though she signed the documents, because D did not mail the signed contract to Ps so as to communicate her acceptance. Based on these holdings, the Court of Special Appeals vacated the Circuit Court's judgment. Ps appealed.