HomeMy WebLinkAbout97-89 civilM. JEANNE FOX, IN THE COURT OF COMMON PLEAS OF
Plaintiff CUMBERLAND COUNTY, PENNSYLVANIA
vs. CIVIL ACTION - LAW
RITE AID CORPORATION, NO. 97-89 CIVIL
Defendant
IN RE: PLAINTIFF'S ACCEPTANCE OF DEFENDANT'S OFFER
ORDER OF COURT
AND NOW, ~ I~ t 2000, pursuant to the opinion filed
this date, the court holds that plaintiff did not properly accept defendant's offer
before the offer was revoked and, consequently, no binding agreement was
created.
By the Court,
Keith E. Kendall, Esquire
3207 North Front Street
Harrisburg, PA 17110
For the Plaintiff
George B. Failer, Jr., Esquire
Ten East High Street
Carlisle, PA 17013-3093
For the Defendant
M. JEANNE FOX, : IN THE COURT OF COMMON PLEAS OF
Pls, intiff : CUMBERLAND COUNTY, PENNSYLVANIA
vs. : CIVIL ACTION - LAW
RITE AID CORPORATION,
Defendant : No. 97-89 CIVIL
IN RE: PLAINTIFF'S ACCEPTANCE OF DEFENDANT'S OFFER
DECISION OF THE COURT
HOFFER, P.J.:
This case involves a contract issue that was submitted to a jury for determination
of two simple factual questions. The answering of those factual questions completed
the jury's work, and both parties agreed that the remaining issue was a matter of law
for the court to decide. The issue in this opinion is whether plaintiff's signing of an
agreement and forwarding it to her attorney constitutes acceptance of the agreement.
We hold that it does not.
FINDINGS OF FACT
Plaintiff M. Jeanne Fox was employed by Defendant Rite Aid in its customer
service department from January 21, 1994 through August 9, 1996. Defendant
terminated plaintiff's employment on August 9, 1996. Upon termination, a severance
agreement entitled "Agreement and General Release" (hereinafter "Agreement,"
submitted as "Plaintiff's Exhibit 1") was forwarded to plaintiff by James Talton, Rite
Aid's Director of Human Resources. In a letter dated August 22, 1996 (submitted as
"Plaintiff's Exhibit 2"), plaintiff's counsel proposed additional terms to be incorporated
NO. 97-89 CIVIL
into the Agreement. Corporate counsel for Rite Aid discussed the proposed additional
terms of the Agreement with plaintiff's counsel during a phone conversation on
September 17, 1996. Rite Aid confirmed the phone conversation and revisions to the
Agreement by a telefax letter dated September 18, 1996 (submitted as "Plaintiff's
Exhibit 3"). Plaintiff signed the agreement on September 24, 1996, and forwarded the
Agreement to her counsel on September 25th.
On September 26, 1996, Rite Aid revoked the proposal by faxed letter
(submitted as "Defendant's Exhibit 1"). The same day that Rite Aid revoked the
Agreement, plaintiff's counsel sent a faxed letter (submitted as "Defendant's Exhibit
2") alleging that Rite Aid was in breach of contract. Plaintiff claimed that she had
already accepted the contract and, consequently, a contract was formed. Plaintiff
filed a complaint against Rite Aid alleging breach of contract.
DISCUSSION
"It is black letter law that in order to form an enforceable contract, there must be
an offer, acceptance, consideration or a mutual meeting of the minds." Jenkins v.
County of Schuykill, 658 A.2d 380, 383, appeal denied, 666 A.2d 1056 (1995). The
'mailbox rule' maintains that posting an acceptance in the mail is a proper means of
accepting an offer. "Where the use of mails as a means of acceptance is authorized
or implied from the surrounding circumstances, the acceptance is complete by posting
the letter in normal mail channels, without more." Falconer v. Mazess, 168 A.2d 558,
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NO. 97-89 CIVIL
559 (1961). In order for a posted acceptance to be proper, however, it must be sent
to the offeror. "It is elementary that no obligation is created by the acceptance of an
offer unless and until it is transmitted to the offeror." Mor.qanstern Electric Co. v.
caraopolis Borouqh, 326 Pa. 154 (1937).
At issue in the present case is whether plaintiff properly accepted defendant's
offer, the Agreement, before defendant revoked it. Plaintiff argues that by posting her
acceptance of the Agreement to her lawyer she properly accepted the Agreement. We
disagree. The signed Agreement cannot be construed as an acceptance because the
Agreement was not posted or otherwise communicated to defendant before defendant's
September 26, 1996 revocation.1
Plaintiff relies on the language of Kennedy v. Erie Insurance Exchange to argue
that posting acceptance to her lawyer completed her contract with Defendant. "When
an acceptance is transmitted, it is operative and completed when put out of the
offeree's possession regardless of whether or not it reaches offeror: Restatement,
Contracts, §§ 64, 74.", 64 D. & C. 2d 227, 231-232 (Lehigh County 1972). However,
plaintiff fails to recognize that in Kennedy the letter at issue was one from plaintiff's
counsel posted directly to the defendant, not one from plaintiff posted to her counsel.
Had plaintiff posted her acceptance of the "Agreement" to defendant and not to her
attorney, the acceptance element of a contract would have been completed.
~Because we find that plaintiff did not properly accept the Agreement, we need not
address the issue of whether defendant actually executed the agreement.
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