## Facts

- Grant Ercanbrack signed a written “Vehicle Buyer’s Order” on October 25, 1973 to purchase a Ford pickup truck; a dealership salesman also signed.
- The form stated the order was “not valid unless signed as accepted” by a sales manager or officer of the dealership.
- No sales manager or officer ever signed the buyer’s order, and Ercanbrack knew the required signature had not been obtained.
- Over the next months, Ercanbrack intermittently asked the salesman about delivery status.
- In March 1974, Ercanbrack informally asked a company officer whether “his” truck had arrived; the officer replied they had not heard on it yet, without discussing terms or acceptance.
- In May 1974, an officer told Ercanbrack the price had increased and the dealership would sell only at the higher price; Ercanbrack refused.
- The dealership then asserted the buyer’s order was not binding because it lacked the required managerial/officer acceptance signature.
- Ercanbrack bought another truck for more money and sued, first for specific performance and later for damages measured by the price difference.
- The trial court dismissed for failure to state an enforceable contract; Ercanbrack appealed.

## Issues

1. Whether a buyer’s order that expressly conditions validity on acceptance by a sales manager or officer forms a binding contract when the condition is not satisfied.
2. Whether the dealership’s silence and limited communications can constitute acceptance or ratification of a salesman-signed buyer’s order absent evidence that an authorized principal knew of the transaction.
3. Whether the buyer could reasonably rely on a salesman’s apparent authority when the written order expressly limited authority to sales manager/officer acceptance.

## Decision

- The Utah Supreme Court affirmed dismissal of the complaint.
- The buyer’s order did not become a binding contract because it was never accepted in the manner the document required (signature by a sales manager or officer).
- The dealership’s conduct and silence did not amount to acceptance or ratification, particularly without proof that an authorized principal had knowledge of the specific order.
- Ercanbrack was not justified in treating the salesman’s signature as sufficient where the form plainly stated otherwise.

## Legal Principles

- When a written order states it is not valid unless accepted by a designated company representative, the document remains an offer until accepted in that specified manner.
- Apparent authority is defeated when the third party is placed on clear written notice that the agent lacks authority to bind the principal without higher-level approval.
- Ratification by silence requires, at minimum, knowledge of the material transaction by a principal with authority and circumstances in which non-repudiation would reasonably communicate assent.
- Informal or ambiguous communications about delivery status, without manifestation of acceptance by an authorized decisionmaker, do not establish acceptance by conduct.

## Conclusion

Because the buyer’s order expressly required acceptance by a sales manager or officer and no authorized acceptance occurred, no contract was formed; absent proof of authorized knowledge and assent, the dealership’s silence and limited responses could not supply ratification or acceptance, and the buyer could not reasonably rely on the salesman’s signature alone.


Ercanbrack v. Crandall-Walker Motor Co., 550 P.2d 723 (Utah 1976)