## Facts

- Homeowners Andrew and Joyce Pride listed a house for sale in Nodaway County, Missouri, and later rented it for $450 per month while it was on the market.
- Prospective buyer Larry L. Lewis submitted an initial written offer to purchase for $55,000 with $1,500 earnest money; the sellers rejected it because it required owner financing.
- Lewis then submitted a second written purchase agreement for $55,000 using conventional bank financing.
- The second agreement listed the purchasers as “Larry and Issoline Lewis,” but only Larry Lewis signed (April 9, 2003); Issoline Lewis never signed.
- As signed by Larry Lewis, the agreement set a closing date of May 15, 2003.
- When the Prides signed (April 11, 2003), they handwrote a change of the closing date from May 15 to June 1, 2003, and initialed the change.
- Lewis did not initial, sign again, or otherwise expressly assent to the changed closing date, and the record showed no responsive conduct indicating assent.
- After the alteration, the Prides terminated the tenant’s lease expecting the house to close by June 1; Lewis did not close.
- About one year later, the Prides sold the house for $40,000 and sued Lewis for breach, seeking the $15,000 price difference and lost rent.
- The trial court found a contract and breach and awarded $20,900 plus interest; Lewis appealed.

## Issues

1. Whether the sellers’ handwritten change to the closing date was a counteroffer that extinguished the buyer’s original offer.
2. Whether the buyer accepted that counteroffer, including whether silence or inaction could constitute acceptance under the circumstances.
3. Whether a breach-of-contract damages award can stand when contract formation is not proved.

## Decision

- The Missouri Court of Appeals reversed the judgment for the sellers.
- The court held the sellers’ change of the closing date was a material alteration and therefore a counteroffer.
- The counteroffer extinguished the buyer’s original offer, so a contract existed only if the buyer accepted the counteroffer.
- The court found no acceptance: the buyer did not sign or initial the change and did not engage in conduct showing assent.
- The court treated the sellers’ contract-formation proof as insufficient and did not reach other appellate points because the absence of a contract was dispositive.
- Because no contract was formed, there could be no breach and the damages award could not stand.

## Legal Principles

- A material change to an offer before acceptance operates as a counteroffer and terminates the original offer.
- A counteroffer must be accepted to form a contract; acceptance requires an objective manifestation of assent.
- Silence or inaction ordinarily does not constitute acceptance absent recognized exceptions (such as an agreement that silence will operate as acceptance or acceptance by retaining benefits).
- In written real estate agreements, handwritten alterations to material terms require clear mutual assent, commonly shown by signatures or initials reflecting agreement to the change.
- Without contract formation, breach-of-contract liability and contract damages are unavailable.

## Conclusion

The appellate court concluded that the sellers’ handwritten change to the closing date was a counteroffer and that the buyer’s silence and lack of assent did not accept it; because no contract formed, the trial court’s breach finding and damages award were reversed.


Pride v. Lewis, 179 S.W.3d 375 (Mo. Ct. App. 2005)