## Facts

- Louis and Sylvia Ragosta sought to buy Allen Wilder’s Brookfield, Vermont property known as “The Fork Shop”; initial discussions in 1985 did not result in a deal.
- In 1987, the Ragostas renewed interest, sent Wilder a purchase letter and a $2,000 check, and began arranging financing.
- On September 28, 1987, Wilder returned the check and sent a letter stating he would sell for $88,000 if, before November 1, the Ragostas appeared with him at the Randolph National Bank with the funds, and only if the property had not been sold.
- The Ragostas received the letter on October 1, called Wilder to state they would accept, and continued arranging financing; they discussed closing dates in early October.
- On October 8, 1987, Wilder informed the Ragostas he was no longer interested in selling; the Ragostas nevertheless arranged financing and appeared at the bank on October 15, but Wilder did not appear.
- The Ragostas incurred about $7,499.23 in loan and closing preparation expenses.

## Issues

1. Whether Wilder’s September 28 letter created a binding contract or an irrevocable option, such that he could not revoke before November 1.
2. Whether Wilder was equitably estopped from revoking because the Ragostas relied by arranging financing and incurring expenses.
3. Whether, absent a contract, the promise could be enforced under promissory estoppel to the extent necessary to prevent injustice.

## Decision

- The Vermont Supreme Court reversed the decree of specific performance and remanded.
- The court held no binding contract existed; the letter was a unilateral offer that remained revocable because no consideration supported keeping it open.
- The court held the Ragostas’ financing efforts were preparations, not the specified acceptance by performance (appearance at the bank with the purchase price), and revocation occurred before acceptance.
- The court rejected equitable estoppel because the written terms expressly conditioned any sale on the property not being sold, and the elements of equitable estoppel were not met.
- The court declined to resolve promissory estoppel on the existing analysis and remanded for reconsideration under the proper standard, including whether enforcement was necessary to prevent injustice.

## Legal Principles

- A promise to keep an offer open is not irrevocable absent consideration supporting an option (or another recognized basis for irrevocability).
- A unilateral offer is accepted only by the performance specified in the offer’s terms; preparations to perform do not constitute acceptance.
- Equitable estoppel requires, among other elements, conduct amounting to a representation of material fact and reliance where the relying party lacked knowledge (and no convenient means of knowledge) of the true facts; reliance inconsistent with explicit written conditions does not satisfy the doctrine.
- Promissory estoppel requires a promise reasonably expected to induce action or forbearance, actual reliance of a definite and substantial character, and a determination that enforcement is required to prevent injustice; the remedy may be limited as justice requires.

## Conclusion

The court held that the seller’s letter was a revocable unilateral offer, not an enforceable option or contract, and that the buyers’ financing steps were merely preparatory and did not bar revocation through equitable estoppel; it reversed specific performance and remanded for a proper promissory estoppel analysis focused on whether enforcement was necessary to prevent injustice.


Ragosta v. Wilder, 156 Vt. 390, 592 A.2d 367 (Vt. 1991)