On August 3, a seller enters into a 90-day exclusive agency listing on a property with a gravel driveway. On October 31, the listing licensee obtains an offer on the property. The offer is for the full listing price with a stipulation that the driveway be paved. The seller signs the offer after crossing out the clause about paving the driveway. On November 1, the buyer accepts the offer. Has a contractual obligation been created?
No, because the acceptance was qualified and created only a counteroffer.
The seller's act of crossing out the clause about paving the driveway indicates that they did not accept the offer as it was originally presented. This modification constitutes a counteroffer rather than an acceptance, thereby failing to create a binding contractual obligation.
While a full-price offer was indeed received during the listing period, the key factor here is that the seller did not accept the offer as written. Instead, the seller modified the terms, which means the full-price offer does not establish a contractual obligation without acceptance of those terms.
The seller's signature alone does not create a contract if the terms of the offer are altered. By crossing out the clause about paving the driveway, the seller has effectively rejected the original offer and created a counteroffer, which needs to be accepted by the buyer to form a binding contract.
This choice is incorrect because the offer was obtained while the listing was still active. The issue lies not in the timing of the offer but in the nature of the seller's acceptance or rejection of the terms presented in the offer.
In summary, the seller's action of crossing out a key term in the offer transforms it into a counteroffer rather than an acceptance. Since a counteroffer requires acceptance from the buyer for a contract to be formed, no binding contractual obligation exists in this scenario. The exclusive agency listing's timeline is relevant, but it does not negate the fact that the seller's modifications prevent the creation of a contract.
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