Normile v.

Miller
Supreme Court of North Carolina
326 N.E.2d 11 (1985)

Rule of Law
An offeree cannot enforce a contract to sell property when he did not accept the offer to sell until after the offer
had been validly revoked.

Facts
Miller (defendant) owned property that she listed for sale. Normile (plaintiff) was shown the property by Byer, a real
estate broker. Byer assisted Normile in making an offer on the property. The offer indicated that it would expire at a
specified time. Miller returned the original offer form to Normile, having made several changes thereon, all of which
were initialed by her. One change regarded the payment of the purchase price. The specified time for expiration of the
original offer was not changed. Normile believed that this counteroffer constituted an option contract. He decided to
wait and consider the counteroffer, rather than respond to it immediately. Miller then sold the property to another
purchaser. Byer informed Normile that the property had been sold. Normile, later that same day, attempted to accept
the offer. Miller refused to acknowledge the contract. Normile filed suit seeking specific performance of the contract.
Normile filed a motion for summary judgment. The trial denied the motion. Normile appealed. The Court of Appeals
affirmed the trial courts actions. Normile appealed to the Supreme Court of North Carolina.

Issue
Can an offeree enforce a contract to sell property when he did not accept the offer to sell until after the offer had been
validly revoked?

Holding and Reasoning (Frye, J.)

No. An offer to purchase is the offer by a purchaser to buy real estate. If the offer to purchase contains a clause
stipulating a certain period of time in which the offer must be accepted, the offer will automatically expire at that specified
time if it has not been accepted. If the offeree responds to an offer by changing the terms of the offer or adding new
ones, then the original offer is rejected and a counter-offer is made. An offer is freely revocable until accepted or
rejected by the offeree. Notice of revocation may be communicated directly or indirectly. Indirect communication exists
when the offeree has reliable direct or indirect information that the offeror has taken definite action inconsistent with an
intention to enter into a contract. An option contract is irrevocable for an agreed-upon time limit. An option contract is
created when a property owner gives, in exchange for valuable consideration, another the exclusive right to buy
property at a fixed price within a specified period of time. In the current matter, Miller did not accept Normiles offer,
but made a counteroffer by changing material terms of the original offer. The most notable change was that regarding

payment of the purchase price. Additionally, Millers counteroffer did not create an option contract. There is no indication
in the language of the counteroffer that Miller would agree to sell the property at a fixed price within a certain period of
time. Even though Millers counteroffer technically included a time limit of the original offer, the time limit cannot be
included in the terms of Millers counteroffer. The effect of Millers counteroffer was to completely reject all the terms of
Normiles offer, including the time limit. The terms of Millers counteroffer did not include a time limit and, therefore, did
not create an option contract. Therefore, Normile must have accepted Millers counteroffer before she revoked it.
Normile neither accepted nor rejected Millers counteroffer. Normile told Byer that he was going to wait and consider
the counteroffer. He waited too long and the property was sold to another purchaser. Miller effectively communicated
her revocation of the offer when Byer informed Normile that the property had been sold. Normiles attempts, later that
same day, to accept the counteroffer were futile since he had no power of acceptance at that time. Accordingly,
because Normile failed to accept the counteroffer before valid revocation, Miller and Normile did not enter into a
binding contract. Accordingly, the decision of the trial court is affirmed.