## Facts

- Defendants offered to sell residential real property in Newport, Rhode Island.
- Plaintiff submitted a $250,000 bid through defendants’ attorney.
- Defendants’ attorney indicated the bid was acceptable and forwarded a purchase-and-sale agreement to plaintiff’s attorney.
- Plaintiff signed and returned the agreement with a $20,000 deposit check and a September 8, 1975 cover letter stating the buyer’s concern that certain items (a dining room set and tapestry, fireplace fixtures, and sun parlor furniture) “remain with the real estate,” and requesting confirmation that the items were “a part of the transaction.”
- Defendants did not sign the agreement, refused to confirm the items would be included, returned the deposit and unsigned agreement, and refused to sell.
- Plaintiff sued for specific performance, claiming a binding contract existed for the real estate regardless of the disputed items.

## Issues

1. Whether plaintiff’s executed agreement accompanied by a letter requesting confirmation that specified furnishings and fixtures were “a part of the transaction” constituted an unequivocal acceptance or a conditional acceptance (counteroffer).
2. If the response was a counteroffer, whether defendants’ failure to accept it meant no contract was formed, defeating specific performance.
3. Whether summary judgment was proper where the material facts were undisputed and contract formation turned on the legal effect of the letter.

## Decision

- The Rhode Island Supreme Court affirmed summary judgment for defendants.
- The court held plaintiff’s letter was not a definite, unequivocal acceptance but a conditional acceptance operating as a counteroffer.
- Because defendants never accepted the counteroffer, no contract was formed as a matter of law.
- With no contract, plaintiff was not entitled to specific performance.

## Legal Principles

- Contract formation requires mutual assent; acceptance must be definite and unequivocal and must not add conditions or limitations to the offer.
- A conditional acceptance is treated as a counteroffer and functions as a rejection of the original offer.
- Language accompanying a signed agreement may be construed as a condition rather than a mere inquiry when it links assent to confirmation of additional terms.
- Summary judgment is appropriate when no genuine dispute of material fact exists and the moving party is entitled to judgment as a matter of law; contract formation can be decided as a legal question where the communications are undisputed.

## Conclusion

The court concluded that the buyer’s request for confirmation that specified items would be included made his purported acceptance conditional, converting it into a counteroffer; because the sellers did not accept, no contract existed and specific performance was unavailable.


Ardente v. Horan, 117 R.I. 254, 366 A.2d 162 (R.I. 1976)