## Facts

- Beard Implement Company, a farm implement dealer, negotiated with farmer Carl Krusa for the purchase of a 1985 Deutz-Allis N-5 combine, with a trade-in of Krusa’s 1980 combine.
- On December 23, 1985, Beard’s representative completed a written purchase order listing a cash price of $52,800 plus the trade-in, and Krusa signed the purchase order.
- The purchase order stated the order was “subject to acceptance by dealer” and contained an acceptance line for the dealer’s signature.
- No representative of Beard signed the purchase order on December 23, 1985, or at any later time.
- Krusa also left an undated counter check for $5,200 intended as a down payment; Krusa testified it was left undated because he planned to confirm later whether to proceed.
- On December 26, 1985, Krusa called Beard’s manager and stated he did not want to proceed because the price was too high and he did not want additional debt.
- On December 27, 1985, Krusa sent Beard a letter stating he did not want the combine and requesting return of the uncashed check.
- Krusa later purchased a comparable combine from a different dealer at a lower price.
- Beard sued for breach of contract; after a bench trial, the circuit court found for Beard and held a contract existed.

## Issues

1. Whether a sales contract was formed under UCC Article 2 when the buyer signed a purchase order that expressly required dealer acceptance by signature, but the dealer never signed.
2. Whether the dealer could prove acceptance by conduct despite an unambiguous, exclusive acceptance method stated in the written order.
3. Whether the buyer’s withdrawal before dealer signature was an effective revocation of the buyer’s offer.

## Decision

- The appellate court reversed the judgment for Beard.
- The court held that Krusa’s signed purchase order was an offer to purchase that required acceptance in the manner specified on the form: dealer signature.
- Because Beard never signed, the offer was never accepted and no contract was formed.
- Without acceptance, Krusa’s December 26 call and December 27 letter operated as an effective revocation, and Krusa was not liable for breach.

## Legal Principles

- Under UCC § 2-206, when an offer unambiguously prescribes an exclusive mode of acceptance, the offeree must accept in that exact manner for a contract to form.
- A buyer-signed purchase order stating it is “subject to acceptance by dealer” and providing a dealer signature line can constitute the buyer’s offer, not the dealer’s offer.
- When a specific acceptance form is expressly required, acceptance may not be implied from conduct inconsistent with the stated requirement.
- An offer remains revocable until accepted, absent an enforceable basis for irrevocability (such as an option or statutory firm offer).

## Conclusion

The court held that no contract existed because the written purchase order made acceptance conditional on the dealer’s signature and the dealer never signed; therefore the buyer could revoke the offer before acceptance and was not liable for breach.


Beard Implement Co. v. Krusa, 208 Ill. App. 3d 953, 567 N.E.2d 345 (Ill. App. Ct. 4th Dist. 1991)