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Andrea, Esq.
Andrea, Esq., Lawyer
Category: Consumer Protection Law
Satisfied Customers: 12554
Experience:  25 yrs. of experience in employment law, real estate and business law, family law, criminal defense and immigration.
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Possible suit? Met a business associate who wanted to buy something

Customer Question

Possible suit? Met a business associate who wanted to buy something from me. At the meeting was his banker and attorney. Said would consult with them, about everything discussed at the original meeting and several others. told him to make an offer based on all we had discussed at these meetings, risks, possible problems with what he was interested buying etc. Told him to make a cash offer so low, that it covered any thing he or his advisors, banker and attorney could think of. He made an offer via email, which I accepted. Several other in person meeting took place where we shook hands on the agreement, in the presence of his attorney, that the attorney would draw up a formal agreement to the terms of payment which were agreed to be all cash, on an "as is where is basis" to deliver the merchandise to his desired location. He left the country, but stayed in constant contact with me stating he was moving the funds from Europe to the US. Then flew back to the US to take physical possession of the funds to hand over to me. All this discussed in the presence of his attorney and close advisor. Lawyer sent me email stating he was drawing up the contract for delivery as promised and would have to me within 24 hours. Never happened. buyer had originally made an offer to acquire the merchandise as a JV, where he would market and we would share the proceeds etc. I flatly refused that offer, as i explained I was no longer interested in the business, and wanted a clean cash sale. He and his attorney understood, and the cash offer which I accepted via email was the result. Now, buyer has second thoughts, claearly buyers remorse, and is using all reasons he originally discussed at our various meetings as the basis for the reneging on the contract, as though it had never been agreed to, but now wants make the same offer of a JV, which was originally rejected. I indicated, it appeared as though he was suggesting a 'breach of contract issue". In your opinion, what is my correct course of action. File a breach of contract suit or ?
Submitted: 1 year ago.
Category: Consumer Protection Law
Expert:  Andrea, Esq. replied 1 year ago.

Hi, my name is ***** ***** I will be glad to Answer your question and the only thing I ask in return is that you leave a positive rating which does not cost you anything, but it is the only way that the website will give me credit for assisting you, Fair enough ?

I wish that I could give you the Answer that you want to hear. But, I do not see any contract that was formed and for which you could sue for breach of contract. A verbal acceptance of an offer will not satisfy the Statute of Frauds which requires that there be a writing signed by the party whom you want to hold liable.

From your description of the transaction, you state only that this individual verbally accepted and that his Attorney was preparing a written contrac, but the other individual changed his mind before the Attorney memorialized the agreement in writing and was not signed by the other party. If you filed a lawsuit against the other party, you would have to show that the other party accepted in writing. Since this was not done, the Court would say that you had nothing on which to base the other party's alleged acceptance. The fact that the attorney began formalizing the Agreement does not constitute the acceptance which the law requires in order to have a binding contract,

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Although you are a subscription cusomer and it will not cost you anything to accept my Answer, your acceptance is still necessary in order for JustAnswer to give me credit for Answering your question,

Thank you so much for your understanding,

Kindest regards,

ANDREA

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Customer: replied 1 year ago.

Thank you for cogent answer. Question, to clear up a couple points: It was not an offer made by me, rather an acceptance via in person and email,by ME. It seems clear the intention to form a binding contract by the parties, was made via internet, a common transaction performed millions of times per day, and which those who do so contract, are held liable. Regarding the Statute of Frauds, what about implied or verbal contracts, let alone the actions of the parties with witness's? This would seem to have gone far more down the road of contract than mere verbal and the "shaking of hands". If you were the defendants attorney, how would you defend the breach action, considering the fact there was offer and acceptance in writing, (even though via email), meant to tie the parties to a sale re-inforced by verbal confirmation in several meetings, all of which no one is denying? If I was the one stating I changed my mind and wanted to renegotiate a greater amount, than I had agreed to in this, as yet uncompleted sale, would they not cite the offer and acceptance, and claim attempting to breach an already agreed upon price? Your comments?

Expert:  Andrea, Esq. replied 1 year ago.
From your original facts and your reply, I cannot see any contract was ever formed. I see only what the law calls "A possible agreement to agree" at a future date. As prof of this,the other party instructed his Attorney to put the agreement in writing. The Statute of Frauds holds that an agreement whose subject is over $500 or ch cannot be performed within one year, must be in writing and signed by the parties. Until the parties sign the written agreement, either party can walk away from any verbal agreement without any liability. If the other party changes any of the terms of the original offer, then the law holds that he is making a "counteroffer" and the law holds that all counteroffers have the effect of rejecting the original offee. Therefore, the party's counteroffer served as a rejection of your offer. However, the agreement would still have to be in writing if the subject was over $500 or could not be completed within one year. I truly wish I could give you the Answer that would legally support your position, but I have a legal obligation to you to give only correct Answers and on which you can rely.____________________________________________________________________________________________Please be kind enough to rate Excellent Service" so that I receive credit for assisting you, it will not cost you anything additional to give me a positive rating, and that is the only way I can receive credit, Thank you for understanding, If you receive a Customer Satisfaction Survey from JustAnswer, Please rate a 10 as it gives me a greater opportunity to assist other customers on this website and is greatly appreciated, Thank you for allowing me the opportunity to assist you, ANDREA

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