## Facts

- Hoover Motor Express Company delivered Clements Paper Company a written offer (Nov. 19, 1949) to purchase certain real estate.
- No consideration was paid to keep the offer open.
- Clements did not accept immediately; its vice president, Williams, delayed acceptance while considering better terms.
- On Jan. 13, 1950, Williams telephoned Hoover’s representative about the offer; Hoover communicated that it was not ready to proceed, might not go through with the transaction, and had other plans.
- On Jan. 20, 1950, Clements executed a written acceptance of the Nov. 19 offer.
- Hoover refused to close, asserting its offer had been withdrawn before the Jan. 20 acceptance.
- Clements sued for specific performance or, alternatively, damages.
- The trial court found Hoover breached a written contract and ordered a reference to determine damages; the intermediate appellate court affirmed.

## Issues

1. Whether a revocable offer to purchase real estate, unsupported by consideration, was effectively revoked before the offeree’s written acceptance, preventing contract formation.
2. Whether the state supreme court could set aside concurrent factual findings of the lower courts where there was no material evidence supporting those findings on a controlling fact.

## Decision

- The court reversed the decrees for Clements and denied relief.
- The court held that Hoover effectively withdrew its offer on or before Jan. 13, 1950, before Clements’s Jan. 20 written acceptance.
- Because the offer was revoked before acceptance, no binding contract was formed and specific performance and damages were unavailable.
- Although the lower courts had concurrent findings that the offer was not withdrawn before acceptance, the court concluded there was no material evidence to support that controlling finding.

## Legal Principles

- An offer unsupported by consideration becomes a contract only if accepted before it is withdrawn.
- Revocation need not use formal or explicit words; it is sufficient that the offeree receives communication stating or implying the offeror no longer intends to enter the proposed contract.
- An offer terminates when the offeree has knowledge of acts or statements by the offeror inconsistent with the offer’s continued existence.
- Concurrent findings of fact by lower courts are binding only if supported by material evidence; absent material evidence on a controlling fact, the reviewing court may reverse.

## Conclusion

The court held that Hoover’s Jan. 13 communication gave Clements notice that the offer would not remain open, constituting revocation; Clements’s later written acceptance was ineffective, so no contract arose and Clements could not obtain specific performance or damages.


Hoover Motor Exp. Co. v. Clements Paper Co., 241 S.W.2d 851 (Tenn. 1951)