102 Agreement Wilbert Heikkila listed eight parcels of real

10.2 Agreement Wilbert Heikkila listed eight parcels of real property for sale. David McLaughlin submitted written offers to purchase three of the parcels. Three printed purchase agreements were prepared and submitted to Heikkila, with three earnest-money checks from McLaughlin. Writing on the purchase agreements, Heikkila changed the price of one parcel from $145,000 to $150,000, the price of another parcel from $32,000 to $45,000, and the price of the third parcel from $175,000 to $179,000. Heikkila also changed the closing dates on all three of the properties, added a reservation of mineral rights to all three, and signed the purchase agreements. McLaughlin did not sign the purchase agreements to accept the changes before Heikkila withdrew his offer to sell. McLaughlin sued to compel specific performance of the purchase agreements under the terms of the agreements before Heikkila withdrew his offer. The court granted Heikkila’s motion to dismiss McLaughlin’s claim. McLaughlin appealed. Does a contract to convey real property exist between Heikkila and McLaughlin? McLaughlin v. Heikkila, 697 N.W.2d 231, Web 2005 Minn. App. Lexis 591 (Court of Appeals of Minnesota)

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Solution

Answer:

No. A contract to convey the real property does not exist between Heikkila and McLaughlin. A written offer does not evidence a completed contract and a written acceptance is required. Minnesota has applied the “mirror image rule” in analyzing acceptance of offers. Under that rule, an acceptance must be coextensive with the offer and may not introduce additional terms or conditions. Heikkila’s alterations of the Purchase Agreements constituted a rejection of McLaughlin’s offer and constituted a counter offer. Heikkila withdrew the counter offer before McLaughlin provided a written acceptance of the counter offer. Only a written acceptance byMcLaughlin of the exact written terms proposed by Heikkila on the Purchase Agreements would have created a binding contract for the sale of land. Without a written acceptance and delivery tothe other party to the agreement, no contract was formed. The court of appeals held that because McLaughlin did not sign or otherwise accept in writing Heikkila’s counter offer, there was no contract for the sale of land between the parties.