## Facts

- A seller listed 23.8 acres of real property for sale through a broker for $47,600 on cash or terms acceptable to the seller.
- A buyer submitted a written offer on a standard “Sales Agreement and Deposit Receipt” form for $41,650 cash, with escrow to close within 30 days after acceptance.
- The seller responded with a written counteroffer on a standard “Counter Offer” form, changing the purchase price to $44,000 and accepting all other terms, with an expiration date if not accepted by November 8, 1995.
- The counteroffer form contained a designated “ACCEPTANCE” signature area and a separate “COUNTER TO COUNTER OFFER” section for additional changes.
- The buyer did not sign the “ACCEPTANCE” area; instead, he signed the “COUNTER TO COUNTER OFFER” section and wrote: “Price to be 44,000.00 as above. Escrow to close on or before Dec. 6, 1995.”
- The seller did not proceed to escrow. The buyer sued for specific performance, asserting a binding contract existed.
- The trial court granted summary judgment for the seller, concluding the buyer’s response was not an absolute and unqualified acceptance but a counteroffer, so no contract was formed.

## Issues

1. Whether the buyer’s execution of the “Counter to Counter Offer” section, with handwritten terms restating price and specifying a closing date, constituted an absolute and unqualified acceptance of the seller’s counteroffer under California Civil Code § 1585.
2. Whether, in the context of standardized real estate forms, signing in a section labeled for further counteroffers is an objective manifestation that the party is making a counteroffer rather than accepting.

## Decision

- The Court of Appeal affirmed summary judgment for the seller.
- The court held no contract was formed because the buyer’s response was a qualified acceptance and therefore a counteroffer.
- The buyer’s signature in the “Counter to Counter Offer” section objectively signaled further negotiation rather than acceptance, regardless of whether the handwritten terms ultimately did not materially alter the prior terms.
- Because the seller never accepted the buyer’s counteroffer, the buyer could not obtain specific performance.

## Legal Principles

- Under California Civil Code § 1585, acceptance must be absolute and unqualified to conclude a contract.
- A response that modifies an offer, or is framed as a conditional or qualified acceptance, operates as a rejection and counteroffer under the mirror-image rule.
- Contract formation turns on objective manifestations of assent; standardized real estate forms’ designated acceptance and counteroffer sections may be treated as meaningful signals of whether a party intends to accept or counter.
- Where a party responds in a form section expressly designated for a counter to a counteroffer and adds “changes/amendments,” the response is ordinarily treated as a counteroffer even if the added language does not materially change the deal.

## Conclusion

The court held that the buyer’s choice to sign and write terms in the form’s “Counter to Counter Offer” section constituted a counteroffer, not an absolute acceptance, leaving the seller free to reject and resulting in no enforceable contract for sale of the property.


Roth v. Malson, 67 Cal. App. 4th 552 (Cal. Ct. App. 1998)