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Dwayne B.
Dwayne B., Attorney
Category: Business Law
Satisfied Customers: 26934
Experience:  Practicing for over 20 years and helped a number of businesses with litigation.
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A couple posted an ad online to sell a kitchen, My wife and

Customer Question

A couple posted an ad online to sell a kitchen,
My wife and I went and made an initial offer of $1000, set a time to get them out, which was 6 days away, with the condition I'm able to buy additional cabinets, as the kitchen they owned did not have enough cabinets for our kitchen.
They agreed.

We went to try to find cabinets using pictures we took the first trip, but it was difficult due to the lighting from various pictures, so the next day my brother and I went back, took some more measurements and asked if we could get a drawer and a cabinet drawer as this clearly showed the grain, color, and style. With the understanding that if we did not wish to purchase the cabinets or the kitchen, we would return them. We readily agreed. We found a match after much effort (2 days and numerous trips to stores and online searches and probably 20 hours invested ) and contacted the seller to arrange delivery of the rest of kitchen and complete the sale. They informed me that they had entered into a contract with someone else a day earlier and demanded their cabinets back, I refused telling them that these cabinets I posses are evidence that supports my contention that we had a legitimate oral agreement. The issue I have before proceeding with civil case is,

A. Both of my witnesses, that are privy to parts of the details are not impartial, one is my wife, one is my brother.
B. No money exchanged hands as the sale was dependent upon me finding more cabinets.
C. Although a delivery date was set, (when the cabinets needed to be out of the house) so was a timeline when I needed to get back to them and let them know, which they themselves ignored and sold it prior to that date to someone else.
D. When I first contacted to arrange the pickup, they stated that they wanted $500 more, then when I protested, they informed me that someone else wanted them if I didn't, and that they wanted to sell it to them, finally they admitted they had a contract and felt like they had to sell it to him.
E. They demanded I return the cabinets, I refused, stating I felt like this was evidence and an Important part of my case as it shows a clear intent by both parties, they called the police to try to get them involved, in response only to be told its a civil matter.
Through text messages, I can prove that she was deceptive and less than forthright after the fact, which may be a factor that lends credibility to my cause. All of our face to face conversations took place between her and her partner.
Submitted: 2 years ago.
Category: Business Law
Expert:  Dwayne B. replied 2 years ago.
Is there a specific question I could assist you with?
Customer: replied 2 years ago.
Sorry, I see I never asked a direct question.

I guess it boils down to do I have a case considering the circumstances?
Expert:  Dwayne B. replied 2 years ago.
It is going to be tough. The main reason is that you didn't have a firm contract, with all of the points agreed on, etc.

The part about your facts that will cause you an issue is the "With the understanding that if we did not wish to purchase the cabinets or the kitchen, we would return them". That statement will be interpreted as you had a conditional agreement but a contract had not been formed.

In other terms, a contract requires 1) an offer, 2) an unconditional acceptance, and 3) consideration (payment). You may have had 1) but probably not 2) and definitely not 3.


Thank you for allowing me to assist you. As you know, we work on the honor system here and cannot always provide you answers that you like. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. I believe in giving information that is to the point, but please remember that I can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions or for clarifications. Be very careful about looking at other internet sites that just post generic information without any inquiry into your facts because often those answers are dated, wrong, or wrong as applied to your facts. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Customer: replied 2 years ago.
Even if we made it clear we were going to take the cabinets if they matched up and we had a date when we were supposed to act or respond by?
So it has to be unconditional acceptance?

I thought contract were entered into all the time dependent upon factors like passing home inspections, being free of liens, etc.
Expert:  Dwayne B. replied 2 years ago.
Yes, for a valid contract it has to be an unconditional acceptance. The inspections, liens, etc. all determine whether or not there is a contract or a misrepresentation of material fact. It is just slightly different but enough.

However, on the surface you would have a case it is just when you know the details of the law that it falls apart and so you may be able to win a suit as long as the judge isn't very knowledgeable (and a lot of them aren't) and the other side doesn't get a lawyer.

Personally, I wouldn't pursue it but that is a choice you have to make.


Thank you for allowing me to assist you. As you know, we work on the honor system here and cannot always provide you answers that you like. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. I believe in giving information that is to the point, but please remember that I can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions or for clarifications. Be very careful about looking at other internet sites that just post generic information without any inquiry into your facts because often those answers are dated, wrong, or wrong as applied to your facts. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Dwayne B., Attorney
Category: Business Law
Satisfied Customers: 26934
Experience: Practicing for over 20 years and helped a number of businesses with litigation.
Dwayne B. and other Business Law Specialists are ready to help you
Customer: replied 2 years ago.
I guess, I should make this point clear, it may or may not matter.

We accepted the cabinets. We stated we wanted the cabinets, our conditions was not if we WISHED to buy them, But if we could purchase more cabinets that matched, Sorry but re-reading my question, I'm not sure that point was clear. We'd already expressed a clear intent to purchase them, if we could find more cabinets, and they agreed to those terms. I guess the problem is I see sales contracts on houses all the time where people make conditional offers on something. Financing, home inspections, etc.
Expert:  Dwayne B. replied 2 years ago.
There can be conditions on the contract, but it is not really a conditional acceptance. It is kind of a fine point of law, but if you sign the paperwork and indicate you are buying it subject to something else happening (like financing) it is different than your situation.

However, the new facts you entered could make a big difference but it is a very, very fine point and I don't really understand the last entry. The question will really revolve around whether or not you agreed to buy them. Probably the best way to answer this is by asking the following question. If you had never paid for the cabinets or picked them up (any more than you did) would they have been justified in suing you for breach of contract? If so, then you had a contract. If not, then you didn't. When you ask yourself that question be very, very honest about it and that will determine whether you have a lawsuit.

Another however though. If I am having a hard time pinning down whether you had a contract then you have to assume the judge is going to have an even harder time so you need to simplify it down and explain exactly what the arrangements were.

I noticed your feedback. The reason we don't cite case law or statutes is because online research is sooooo expensive and we don't know the specific cases that apply to your case and so, often the research GREATLY exceeds the cost of the question. We can find specific cases on any topic but usually if you ask for specific cases no one picks up or you get a message that it is underpriced and will cost you a hundred bucks or more just for us to come close to even breaking even.

Please ask any follow ups you have.


Thank you for allowing me to assist you. As you know, we work on the honor system here and cannot always provide you answers that you like. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. I believe in giving information that is to the point, but please remember that I can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions or for clarifications. Be very careful about looking at other internet sites that just post generic information without any inquiry into your facts because often those answers are dated, wrong, or wrong as applied to your facts. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.
Customer: replied 2 years ago.
We expressed a very clear agreement to purchase with the only condition being that if we could not find a matching cabinet within the next few days or if we did, and it proved too expensive, where it was a bad deal for us, ie..our 1k kitchen suddenly turned into a 8k kitchen, we could back out of the deal, and we told them when we would let them know for sure about the availability of additional cabinets from a 3rd party by X day. They agreed and made no counter conditions, ie.. a declaration, "yes, I understand, but if someone offers me a better price or a better deal in the meantime, I retain the right to sell to them."

The only condition they asked of us was to have us remove the entire kitchen and the cabinets by this weekend, and to please return the cabinet drawer and door, in the event that we did not purchase the kitchen, due to the reasons stated above.

I would think at the very least I would have first right of refusal, because our agreement/verbal contract had not yet come to a conclusion and my possession of a "partial delivery" of the cabinets indicates this. I'm looking at the drawers and doors, as partial delivery. As it was our agreement to get the rest by a certain day, or return them by a certain day. I certainly wasn't going to return them to the premises, install them, just to remove them again to take delivery of the rest of the kitchen.

I just don't see the difference, I realize with it being written down, the terms are clearer, but I would think them giving me the cabinets to do my due diligence, and accepting my conditions, my conditions should be enforceable and that be accepted as evidence that their was a clear agreement. After all, if I was not going to buy them, why would they give me cabinets doors and drawers to match up? They going to give them out to everyone that comes to look at the kitchen and just mildly interested? Who buys cabinets that have missing doors and drawers? No one but the guy they sold it to, because he was purchasing it for the granite counter tops, and the brand new stainless steel appliances. So clearly, considering how good a deal this was, we made it clear we had an intent to buy them with that one caveat.

No, I don't think they could sue me, because I've broken no terms of our agreement in any shape or form.

I understand about the case citations, and tried to add that to the comment section that it would be too time consuming, perhaps a cheat sheet of the most common statutes and cases for the more common questions would be a good thing to use, if you can organize it in such a way in a database that it's easily accessible. I understand the difficulty in legal research, I searched westlaw for a few hours to no avail on specifics, but my lack of research ability and patience got the best of me. Thank you JD, For the follow ups.
Expert:  Dwayne B. replied 2 years ago.
There is no "first right of refusal" unless it is a specific condition of a contract, usually written.

By the "could they sue you" question I wasn't meaning that they were really going to sue you, just trying to get you to look at the question of whether there was a contract from another angle.

The other "conditional contracts" like financing, inspection, etc. specifically spell out on them the conditions and what effect they have on a contract so that the conditions, in effect, become a part of the contract. There really isn't any wiggle room because the condition is usually related to some type of performance by a third party, different than what you had here.

I still think you're going to have problems proving that there was a contract. However, if you can make the argument that they approved the condition then you MIGHT be able to argue that the deal to let you take the drawers and look elsewhere and spend all that time and effort was either 1) a part of your contract or 2) a separate contract in and of itself.


Thank you for allowing me to assist you. As you know, we work on the honor system here and cannot always provide you answers that you like. I believe I have answered all of the questions you asked so I would request that you please click the ACCEPT button so I receive credit for my work and leave feedback if you have a chance. Please consider clicking "BONUS" as a nice way of saying "thanks" for a job well done, although this is neither required nor expected. I believe in giving information that is to the point, but please remember that I can only base our answers on the information you provide and sometimes a misunderstanding as to what you are looking for or already know occurs so feel free to ask additional questions or for clarifications. Be very careful about looking at other internet sites that just post generic information without any inquiry into your facts because often those answers are dated, wrong, or wrong as applied to your facts. Please be aware that my answer is not legal advice, it is merely information. You should always contact a local attorney for legal advice.

Several customers have asked how they direct a question to me in particular. If you specifically want me to provide information for you just put “FOR JD 1992” in the subject line and I will pick up the next time I am online.

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