So a contract is formed when the TCP three-way handshake completes.

My reading of your link is that it’s complicated (see the case about Pepsi and the fighter jet). Generally you want to stay away from even proposing a price for a sale if you’re truly not interested.

But the Pepsi fighter jet case was only valid because of specific laws about public advertisements.

Sure, but here we have a giant company versus a 79 yo person. Surely you can make a case that the person didn't really understood that a binding contract was forming, since the common understanding is that you need to accept a deal. Seems to me that you can make a case that the person was "tricked" into a binding contract (if it is indeed binding).

But was he not accepting the deal on his part by offering it in the first place?

That's not how negotiation works - not legally and not practically.

I give you an estimate $10k for some work you want. But confirmed work comes in. Now I can't do your work. Sorry, I withdraw the estimate.

I offer to sell you a website for $X. While you're thinking about it, someone else offers $2X. I take the second offer.

That’s completely different though, none of those scenarios are even vaguely similar to what happened here.

I think the fact that you have to engage in such mental gymnastics to try and make your point is pretty telling.

It was not a genuine offer.

Akin to “jokingly” signing a regular paper contract, no?

Almost, except without the signature, the paper, the contract, or the regularity. But almost.

Both the paper and the signature are utterly irrelevant.

You can certainly enter a contract over email, it’s not irregular.

Idk I feel like nothing is really on the table until there's ink on paper so to speak. Like if this company made a job offer via email but no contract was signed yet, then no contract has been signed yet.

If we consider verbal contracts absolute then that changes a LOT of things.

The price is figure isn't acceptance of an offer or a contract its negotiation regarding what terms would in fact be acceptable to both parties in preparation for forging an actual meeting of minds which would in turn enable a contract to be created.

I make an offer (in writing), you make a counteroffer (in writing), I accept your counteroffer (in writing).

Seems like a contract to me.

You go to walmart you ask the employee "how much is that TV". The employee says $999. No contract between you and Walmart has been effected. If you go back tomorrow to buy the TV and the price has risen to $1099 you can either make an agreement or not by handing over the money in exchange for a receipt and a TV. Importantly a quote must be different from a contract because virtually all contracts have conditions beyond price that must be satisfied in order to effect a deal between parties and discussing price is a way to clarify that that particular precondition has been met not an indication that all possible preconditions have been met.

An individual can be forgiven for not understanding the difference between a quote and a contract but a corporate lawyer never had that misunderstanding in the first place. When they tried to accept and they got a response that wasn't in the affirmative they understood that no deal had been struck. What they are trying to do is argue that a hypothetical lawyer, perhaps one that nearly failed out of school, could have incorrectly concluded from a 4 word email that an agreement had been made until the next email came in an hour later ergo the court should absolutely enforce that!

The purpose of contract law is to enforce the obligations that arise from legitimate meetings of minds not for highly paid corporate lawyers to play gotcha with laymen. If the meeting of minds in question wasn't sufficiently clarified in the 4 word email then follow up clarify mutual understanding and move forward. It appears that further clarification was sought AND in fact it made clear that there was no meeting of the minds at all. Now after the fact they would like the court to enforce what they wish the counter party had agreed to irrespective of what they actually intended.

Instead they should find someone who actually wants to do business with them instead of suing people that obvious have no desire to. The court should instead make them pay for the opposing sides legal bills and a penalty for bring a frivolous lawsuit that misunderstands centuries of commerce which understands the difference between discussion on price and affirmation of a deal something that would have been expressed by a handshake in person or a follow up email to the effect of "yes that will be fine then"

Your example is completely irrelevant, nobody asked for a quote here. Jump made an offer and received a counteroffer.

A counteroffer is not a quote.

In what way is the price is _____ not a quote? If there is a doubt about acceptance you send a follow up email ... which they did and got clarification that the offer wouldn't be accepted as such. Now they want to play gotcha and they are going to lose. Instead of debating the matter why don't you watch this play out in court.

It’s not a quote when it’s a counteroffer in a negotiation.

I would think that a verbal domain contract would require some of the usual trappings of domain transfers to force the sale. They hadn't begun to negotiate the details of the transfer, by the sounds of it, let alone proceed to holding money in escrow.

A quote is not a necessary element to formation of a contract.

If you're holding a yard sale, and I point at some knickknack and ask "how much for that?", and you say "it's a dollar" and I say "that's a deal", that's a contract.

Can you reverse that. A sale person ask a customer "are you interested in buying that car with the sticker price of $10,000", the customer says "yes", the sale person says "We have a deal". Is this a contract, meaning that the customer can no longer walk out of the store?

No, you’re playing with words here.

Replace your first sentence with “will you buy this car from me for $10000” and that seems like a pretty clear verbal contract.

Of course verbal contracts are tricky, but this particular case was in writing.

The words matter yes, as does the meaning behind them. If we return to the yard sale and have the seller say "I will buy that knickknack for $1, do you agree" and the seller says "Yes", then the verbal contract is much more obvious.

Just like a customer asking for a price check, a seller asking if a customer is interested are normal parts of conversations that occurs between buyers and seller before a sale is made final. Regardless if it is in writing or not, the important part is if there has been an general agreement between the two parties. That agreement is what forms a contract.

If I go to a store and point at some knickknack and ask "how much for that?", the clerk says "$1", I say "that's a deal", the clerk say "you got to be a member of the club, which cost $1000", then that is not a break of contract. Depending in the jurisdiction it could be an illegal contract or false advertisement, but those tend to take a perspective of protecting customers against being tricked. That is a harder case to make when its the seller that refuses to agree to the sale.

“How much is that?” is strictly different from “I will pay you $2500 for this”.

First isn’t an offer, nor is it a negotiation.

I don't think that's a contract you want to engage in. There are no terms for timing. A dollar today or in 10 years? It will be difficult to prove these details were known or that the offer took place at all, which is why you want things in writing - which is the case for wormhole.com. It's also interesting to note that a verbal contract is not sufficient to form a contract at price points over a few hundred dollars.

Take from this what you will.

I think you'd be surprised how liberally courts have discovered implied terms in contracts where the parties have omitted them. There's a whole body of law on it, and courts have demonstrated considerable unwillingness to void contracts for uncertainty.

Also: about a zillion successful purchases at yard sales indicate to me that this is a pretty good way to form contracts of sale.

> Also: about a zillion successful purchases at yard sales indicate to me that this is a pretty good way to form contracts of sale.

In yard sales (and most retail situations, too), contracts of sale are usually formed with the tender of payment buy the prospective buyer for a specific set of items at a price stated by the seller as the offer, and acceptance of the tendered payment as the acceptance; they sale contract is formed fully executed, not as an executory (with some obligations still unfulfilled) contract.

How many of those zillion contracts have been tested in a court of law? (As that is the relevant context here)

The original circumstances were, in fact, written, and the example quoted above was below such threshold. As such, I wouldn’t believe the note on verbal contracts is relevant to the matter at hand.

> If you're holding a yard sale, and I point at some knickknack and ask "how much for that?", and you say "it's a dollar" and I say "that's a deal", that's a contract.

If you move forward and actually execute on it, sure.

If you then immediately say "actually, no, I've changed my mind", without making any motions to give the item over, it's hard to imagine that'd be considered breach of contract.

What does "execute on it" mean from a legal perspective?

Actually physically exchange the knickknack for the dollar bills.

> A quote is not a necessary element to formation of a contract.

True, but manifest intent to form a binding contract on the part of both parties is.

> If you’re holding a yard sale, and I point at some knickknack and ask “how much for that?”, and you say “it’s a dollar” and I say “that’s a deal”, that’s a contract.

Probably not; contract law would probably view that as a negotiation where only you manifested an intent to form a binding contract, so unless there was some positive acknowledgement of your “that’s a deal”, no contract would be formed.

I mean, I’m pretty sure that a near identical scenario to that was the one the of textbook demonstrations of the absence of that contract element in my Contracts class.

Are you suggesting that after that dialog, were I to put a dollar bill down on the table and wander away with the tchotchke, there would be courts that would hold I didn't actually buy it?

> Are you suggesting that after that dialog, were I to put a dollar bill down on the table and wander away with the tchotchke, there would be courts that would hold I didn’t actually buy it?

If the proprietor was aware of it and didn’t object, probably not, because the tender of payment is an offer on the negotiated terms and its acceptance is…acceptance.

I don't know - that seems a little bit wonky to me - you started off with the idea that there was no intent to create legal relations, but somehow that occurs as soon as the dollar bill appears, and then one party accepts by silence?

I would say it's pretty clear that buyer and seller in a yard sale are intending to create legal relations - viz. exchange goods for cash - this isn't one of those weird areas like family agreements or pacts between friends.

If, at the point the buyer put the dollar on the table, the seller suddenly changed their mind and said "no, it's not for sale actually", would a reasonable bystander actually think that the sale had been agreed? I would say yes.

BTW if you think this one is bad, check out the fun and games trying to rationalize offer and acceptance in the Amazon stores without checkouts: https://www.oscola.org/post/amazon-fresh-offer-and-acceptanc...

I'm confused - how is "it's a dollar" not a quote?

In context, it clearly means "I will sell this to you for a dollar". That's an offer.

A quote is just a price. Like if you send a meat wholesaler a telegram asking what the price of pork is, and they send back "this kind of pork is $xxx, that kind of pork is $yyy", then that's a quote; it's not an offer. You can't accept a quote in contract law.

The difference can be fairly fine. You can even explicitly say that what you're writing is a quote and still end up having a court interpret it as an offer.

Compare these two:

https://h2o.law.harvard.edu/collages/1810

https://cite.case.law/minn/21/155/

To put it another way, if an item has a price tag, is that a quote? Can I refuse to sell you something?

The GP’s line of reasoning leads to an implication that it could be a contract and therefor are unable to deny sale. Or reverse, a quote is a price tag not a contract.

I’d say no they’re able to deny service despite the price list.

A price tag is, conventionally, regarded as an "invitation to treat". It's not legally binding as an offer.

The legal fiction goes that you take your goods to the checkout, and the offer occurs when the checkout clerk says "that'll be $19.95", and the acceptance when you offer payment.

Alternatively, you could take the goods to the checkout and say "I know it says $19.95, but this is shopworn and I'll only pay $15 for it" - which is then the offer - and the acceptance occurs when the manager agrees to that price.

You're right that a quote is not necessary, but GP was describing what needs to happen for a quote to become a contract. The quote's existence is the premise.

I think a judge is necessary to determine DomainAgent’s brokering role with this specific property owner, because nobody knows and it is the crux of the case.