## Facts

- Three siblings (Donald Wucherpfennig, Elizabeth Dooley, and Louise Grettum) inherited undivided interests in four quarter-sections of North Dakota farmland from their parents’ wills.
- Elizabeth indicated she wanted to sell her interest to Donald and, through a January 4, 1979 letter to the estate’s attorney, stated she would sell for $200 per acre if the deal was cash and handled promptly.
- The attorney replied on January 13, 1979 that Donald was interested.
- On February 17, 1979, the attorney wrote that Donald had arranged financing and they were “ready to proceed,” but asked Elizabeth to provide the exact dollar amount she expected and whether she would sign a special-use valuation agreement.
- On March 9, 1979, Elizabeth revoked her prior offer.
- Donald sued seeking specific performance of an alleged contract to buy Elizabeth’s interest, or alternatively partition of the property.
- The district court found no valid acceptance and dismissed the specific performance claim; Donald appealed.

## Issues

1. Whether the February 17 letter constituted an “absolute, unequivocal, and unconditional” acceptance of Elizabeth’s January 4 offer, forming an enforceable contract for the sale of land.
2. Whether Elizabeth’s March 9 revocation was effective because no valid acceptance had occurred before revocation.

## Decision

- The Supreme Court of North Dakota affirmed the district court.
- The February 17 letter was not a valid acceptance because it sought additional information and introduced conditions, showing the parties had not assented to the same terms.
- With no acceptance, no contract was formed; Elizabeth’s revocation terminated the offer.
- Specific performance was unavailable absent an enforceable land-sale contract.

## Legal Principles

- A valid acceptance must be absolute, unequivocal, and unconditional.
- An acceptance must not introduce new terms or conditions; a qualified response is not acceptance and may be treated as a counteroffer or continued negotiation.
- Mutual assent requires agreement on the same material terms.
- An offer may be revoked at any time before effective acceptance; revocation prevents contract formation.
- Specific performance requires proof of a valid and enforceable contract.

## Conclusion

Because the purported acceptance requested confirmation of the total amount to be paid and assent to an additional valuation agreement, it did not mirror the offer or manifest unconditional assent; the offer was therefore revocable and was effectively revoked, leaving no contract to specifically enforce.


Wucherpfennig v. Dooley, 351 N.W.2d 443 (N.D. 1984)