## Facts

- 2949 Inc., doing business as Sign-O-Lite Signs (Sign-O-Lite), offered to design, manufacture, and install a commercial sign to be used by Taletha’s Floral Design.
- Terry and Taletha McCorkle (the McCorkles) signed Sign-O-Lite’s preprinted form agreeing to lease the sign.
- The form stated the McCorkles’ signature constituted a “firm offer” that was “irrevocable for 60 days,” and that the offer would become a binding, irrevocable contract once Sign-O-Lite’s owner signed the document.
- The irrevocability language was part of the printed form, and the McCorkles did not separately sign that specific clause.
- About five days after the McCorkles signed, Sign-O-Lite’s owner signed the form but did not immediately return a signed copy to the McCorkles.
- About two days after the owner’s signature, the McCorkles notified Sign-O-Lite that they were canceling the transaction.
- Sign-O-Lite later sent a letter stating it had already accepted the offer and treated the cancellation as a breach.
- Sign-O-Lite sued for breach of contract, asserting (1) its promises to prepare, manufacture, and install the sign supplied consideration making the offer irrevocable, and (2) it relied on the offer by performing credit and reference checks and reviewing order details.
- The trial court granted summary judgment for Sign-O-Lite and awarded approximately $11,000; the superior court affirmed on review.
- The McCorkles appealed to the Washington Court of Appeals.

## Issues

1. Whether the form’s 60-day “firm offer” clause made the McCorkles’ offer irrevocable when there was no separate consideration for an option and the clause was not separately signed by the McCorkles under RCW 62A.2A-205.
2. Whether Sign-O-Lite’s credit/reference checks and internal review of the order were enough reliance to prevent revocation of the offer before acceptance was effective.

## Decision

- The Court of Appeals reversed.
- The court held the 60-day irrevocability term was not enforceable as an option because Sign-O-Lite did not provide separate consideration for the McCorkles’ promise to keep the offer open; Sign-O-Lite’s performance obligations related to the proposed lease did not serve as distinct consideration for irrevocability.
- The court held RCW 62A.2A-205 did not validate the “firm offer” term because the irrevocability provision was not separately signed by the McCorkles.
- The court rejected Sign-O-Lite’s reliance argument because the steps it identified (credit checks, reference checks, and internal review) were not the type of substantial action that would make revocation unjust, and were not shown to be reasonably expected by the McCorkles when they signed the form.
- The court concluded the McCorkles effectively revoked before a binding contract was formed and remanded for entry of judgment in the McCorkles’ favor.

## Legal Principles

- An offer may be revoked any time before acceptance unless it is made irrevocable by a valid option contract, a statute, or another recognized basis for enforcing a promise to keep the offer open.
- An option contract generally requires consideration separate from the consideration supporting the underlying proposed contract; obligations that simply restate the offeree’s contemplated performance do not, by themselves, supply separate option consideration.
- Under RCW 62A.2A-205 (firm offers in lease transactions), an offer may be made irrevocable without consideration only if the term of assurance is in a signed writing, and if the assurance is on a form supplied by the offeree, the offeror must separately sign the assurance term.
- Reliance may, in limited circumstances, support enforcement of a promise not to revoke, but the reliance must be substantial and reasonably expected by the offeror; routine preparatory measures such as internal review and standard credit/reference checks ordinarily do not suffice.

## Conclusion

The Washington Court of Appeals held that the McCorkles’ signed sign-lease form did not create an enforceable 60-day irrevocable offer because there was no separate consideration for an option, the “firm offer” assurance was not separately signed as required by RCW 62A.2A-205, and Sign-O-Lite’s claimed reliance was not substantial or reasonably expected; therefore, the McCorkles’ cancellation was an effective revocation and judgment was required for the McCorkles.


2949 Inc. v. McCorkle, 127 Wash. App. 1039 (2005)