District Court of Appeal, Fourth District, California

129 Cal. App. 2d 179, 276 P.2d 8 (1954)


Defendant is selling 40 acres of land. Plaintiff is one of the potential buyers who sent and received correspondence from the defendant in the aim of purchasing the land.

Procedural History

The lower court affirmed for the defendant.


Is a “form letter” a legally enforceable offer of a contract? Was one these manifestations an enforceable offer? Does it have a manifestation of intent? A willingness to enter into a bargain? Express intent to sell to that particular entity. Is there a manifestation of assent according to a reasonable person?

Arguments for Both Parties

Plaintiff states that letter from Defendant saying that yes Plaintiff has found the correct piece of land and that an escrow account is fine to use as a way to transfer the money to him and that the Plaintiff will need to act fast because there are other buyers, is a legally binding offer that once the Plaintiff acted on the letter, he officially accepted an official offer.


The court holds that letter did not, according to a reasonable person, expressly tell the Plaintiff that Defendant agreed to an agreement, or was in fact an offer. No express assent from the letter of the Plaintiff on April 7th, No express assent of Defendant on letter of April 8th. And the Defendant was clear that there are other buyers on the table.

Reasoning behind Holding

It is clear from the correspondence that it was the intention of the defendant that the negotiations between him and the plaintiff were to be purely preliminary.


If from a promise, or manifestation of intention, or from the circumstances existing at the time, the person to whom the promise or the manifestation is addressed knows or has reason to know, that the person making it does not intend it as an expression of his fixed purpose until he has given a further expression of his assent, he has not made an offer.


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