P owned land in FL. D mailed a contract to P to purchase the land.
P executed the contract and mailed it to D's attorney.
After mailing the contract, but prior to its receipt by D, P called D and cancelled the contract.
Procedural History:
Lower court found for P, contract was cancelled before acceptance.
FL COA reversed, found for D, acceptance was valid and contract was formed.
Issues:
When is a contract complete and binding? Is acceptance given when the letter of acceptance is mailed by the offeree or when the letter of acceptance is received by the offeror?
Holding/Rule:
Acceptance is given and the contract is complete and binding when the offeree mails the acceptance to the offeror. Receipt is not necessary.
Reasoning:
From Williston, if the mailing of an acceptance completes the contract, what happens thereafter, whether the death of either party, the receipt of a revocation or rejection, or a telegraphic recalling of the acceptance, though occurring before the receipt of the acceptance, will be of no avail.
Even if the offeree regains possession of the letter from the post office, the contract has been completed.
From Corbin, the contract is regarded as made at the time and place that the letter of acceptance is put into the possession of the post office department.
There is an obvious concern with establishing some point at which a contract is deemed complete; if communication of each party's assent were necessary, negotiations would be interminable.
In either case, one of the parties will be bound by the contract without being actually aware of that fact.
One of the parties must carry the risk of loss and inconvenience.
The offeror is the one who has invited the acceptance.
