## Facts

- Dr. James T. Price was an associate professor of pathology with tenure at a state-system medical college.
- The college annually issued reappointment letters stating salary and terms for the upcoming academic year and requested acceptance by signing and returning the letter.
- Over multiple years, Price signed and returned these letters while adding written objections or “under protest” notations; the college previously treated those responses as acceptances.
- For the 1984–85 academic year, the college sent an appointment letter; Price signed on the acceptance line and returned it with a written protest concerning alleged violations of prior commitments.
- The college president informed Price that his reply was treated as a non-acceptance and would be reported as a voluntary termination of employment.
- Price responded that he had accepted the contract and was only protesting perceived institutional violations.
- Price filed a declaratory judgment action seeking a ruling that a binding 1984–85 teaching contract existed.
- The trial court granted summary judgment to the college and its board of regents, concluding no contract formed; Price appealed.

## Issues

1. Whether a signed return of an annual appointment letter accompanied by written protest constitutes a valid acceptance forming an employment contract.
2. Whether the protest language converted the response into a counteroffer or non-acceptance permitting the institution to treat the employment relationship as voluntarily terminated.
3. Whether summary judgment was proper on the contract-formation question.

## Decision

- The appellate court reversed the summary judgment and remanded.
- Price’s signed return of the 1984–85 appointment letter constituted a valid acceptance and formed a binding contract for that academic year.
- The protest notation did not negate acceptance or transform it into a counteroffer because it did not add conditions or alter the offer’s terms.
- The institution’s treatment of the acceptance-with-protest as “non-acceptance” and voluntary termination was legally erroneous.

## Legal Principles

- An acceptance is effective if it clearly manifests assent to the offer’s terms, even if accompanied by protest, dissatisfaction, or a reservation of rights.
- A response becomes a counteroffer only when acceptance is conditioned on the offeror’s assent to additional or different terms.
- Prior dealings between the parties may inform whether similar acceptance-with-commentary was understood as contract formation.
- Summary judgment is improper when the court’s “no contract” conclusion rests on an incorrect application of acceptance/counteroffer doctrine to undisputed documents.

## Conclusion

The court held that a tenured professor’s signed acceptance of an annual appointment letter remained a binding acceptance despite a written protest, reversed summary judgment for the institution, and remanded for further proceedings consistent with the existence of a 1984–85 contract.


Price v. Okla. Coll. of Osteopathic Med. & Surgery, 733 P.2d 1357 (Okla. Civ. App. 1986)