## Facts

- Stevens & Thompson Paper Company, Inc. (S&T) owned about 5,243 acres of timber land in Vermont and listed it for sale through a broker.
- Vincent R. Benya sought to purchase the land and, through an intermediary, signed a written purchase-and-sale agreement dated September 24, 1979, setting a fixed purchase price, a $5,000 deposit, and seller financing at 9% with annual payments.
- S&T’s attorney returned the document with interlined changes that increased the deposit, altered the interest rate, and revised the mortgage payment timing and structure; S&T’s vice president initialed the changes and signed.
- Benya objected to the modified terms and caused a new draft to be prepared that restored the $5,000 deposit and deferred the first mortgage payment for one year; Benya signed this revised version on October 19, 1979.
- S&T did not sign or otherwise accept the revised version and sold the land to another buyer on November 7, 1979.
- Benya sued for breach of contract; after a bench trial, the court found a binding contract and awarded compensatory and punitive damages.

## Issues

1. Whether S&T’s signed interlineations to Benya’s offer constituted an acceptance or a counteroffer requiring Benya’s acceptance to form a contract.
2. Whether any enforceable agreement for the land sale existed that satisfied Vermont’s Statute of Frauds for interests in land.

## Decision

- The Vermont Supreme Court reversed the judgment for Benya.
- The court held S&T’s changes were material and therefore constituted a counteroffer, not an acceptance of Benya’s original offer.
- The court held Benya’s later revised document was another counteroffer that S&T never accepted.
- Because there was no mutually assented, signed writing for the land sale, the claim failed under the Statute of Frauds.

## Legal Principles

- Under the common-law mirror-image rule, an acceptance must substantially comply with the offer; a purported acceptance that adds or changes material terms is a counteroffer.
- Deposit amount, interest rate, and mortgage payment timing/structure are material terms in a land-sale transaction.
- Mutual assent is required to a single set of terms; successive counteroffers without acceptance do not create a contract.
- Contracts for the sale of land or interests in land are unenforceable absent a writing signed by the party to be charged that reflects the parties’ agreed material terms.

## Conclusion

The court concluded no contract formed because the parties exchanged materially different signed writings without acceptance of a single set of terms, and the absence of a mutually assented signed agreement barred enforcement under the Statute of Frauds.


Benya v. Stevens & Thompson Paper Co., 143 Vt. 521, 468 A.2d 929 (Vt. 1983)