## Facts

- CIM Insurance Corporation and seventeen other GMAC-affiliated insurers provided comprehensive auto coverage in North Carolina, including coverage for windshield repair and replacement.
- Cascade Auto Glass, Inc. operated an auto-glass repair and replacement business and performed glass work for GMAC-insured drivers.
- Before 1999, GMAC generally administered its glass program itself and typically paid Cascade the full amounts Cascade billed.
- In 1999, GMAC hired Safelite Solutions (Safelite) as a third-party administrator to handle glass claims and communicate what GMAC would pay for each repair or replacement.
- For each claim, Safelite contacted Cascade by phone and stated a specific dollar amount GMAC would pay for the work on that claim.
- Safelite also told Cascade that if Cascade completed the repair or replacement, that performance would constitute acceptance of Safelite’s stated reimbursement amount.
- Safelite followed the phone call with a confirmation fax that repeated the stated price terms.
- Cascade frequently objected to the reduced reimbursement amounts and continued to invoice at higher amounts it believed were “fair and reasonable.”
- Even while objecting, Cascade completed the glass work after receiving Safelite’s stated price and acceptance-by-performance term.
- After the work was completed, Safelite/GMAC paid Cascade by check in the exact amounts previously stated, and Cascade negotiated (cashed/deposited) those checks.
- The insurers filed a declaratory judgment action seeking a declaration of the parties’ rights and obligations regarding payment for auto-glass claims under the program; Cascade asserted counterclaims seeking additional payment beyond the amounts Safelite had offered and paid.
- The trial court granted summary judgment for the insurers, and Cascade appealed.

## Issues

1. Whether Safelite’s claim-by-claim communication of a specific reimbursement amount, coupled with the statement that completion of the work would constitute acceptance, was an offer for a unilateral contract accepted when Cascade performed the repairs or replacements.
2. Whether Cascade’s objections and higher invoices prevented acceptance of Safelite’s terms or otherwise preserved a right to recover more than the amounts offered and paid.
3. Whether summary judgment was proper given the parties’ communications, course of dealing, and payment history.

## Decision

- The North Carolina Court of Appeals affirmed the trial court’s grant of summary judgment for the insurers.
- The court concluded that, for each claim, Safelite communicated definite price terms and specified that acceptance would occur by performance, which is the structure of a unilateral contract.
- Because Cascade performed the work after being told the price GMAC would pay and being told that performance would signal acceptance, Cascade accepted the offer by completing the repair or replacement.
- Cascade’s protests and later invoices at higher amounts did not change the terms of the offer or avoid the acceptance created by its performance with notice of the stated terms.
- GMAC then paid exactly what it offered for each claim; once Cascade performed on those terms and GMAC paid the stated amount, GMAC’s payment satisfied its obligation under each unilateral contract.
- With the material facts about the communications, performance, and payment not genuinely disputed, summary judgment for the insurers was appropriate.

## Legal Principles

- A unilateral contract may be formed when a party offers definite terms and states that acceptance will occur only through performance.
- An offer that specifies a set price and states that completion of the requested service will constitute acceptance can create enforceable contracts on a transaction-by-transaction basis.
- Acceptance is measured by objective conduct; when an offeree, with knowledge of the offer’s terms, performs the requested act, the offeree accepts those terms even if it voices disagreement.
- A party generally cannot perform after receiving clear price terms and an acceptance-by-performance condition, then seek additional compensation on different terms by sending a higher invoice after performance.
- Summary judgment is proper when the communications establishing offer and acceptance, and the subsequent performance and payment, are undisputed and the legal effect of those facts is resolved as a matter of law.

## Conclusion

The court held that Safelite’s stated reimbursement amounts, paired with the condition that completing the work would constitute acceptance, formed unilateral contracts for each glass claim; because Cascade performed with notice of those terms and negotiated checks paying the stated amounts, the insurers’ payments satisfied their obligations and Cascade could not recover additional “balances.”


CIM Insurance Corp. v. Cascade Auto Glass, 660 S.E.2d 907 (2008)