Legal Question in Business Law in Oklahoma

I made an offer to purchase a motorcycle for stated price in an email, the seller accepted my offer in an email. The motorcycle has a lien on it by an out of state finance company. I offered two different payment arrangements, (1) send a check for the full sales amount to the lien holder or (2) send a check for the payoff amount to the lien holder, give the seller � of the balance, take possession of the bike, when I receive the lien release pay the seller the balance and the seller gives me the title. The seller refuses to accept anything another than a full cash payment to them and their promise that they will pay off the lien. I refused to accept their terms.

Has there been a breach of contract on the sellers part? If so, what remedies are available to me?


Asked on 12/15/11, 6:50 pm

1 Answer from Attorneys

First of all, the acceptance of an offer does not constitute a contract. Instead it is looked upon as an "agreement," either by express act or by implication from conduct to the terms of an offer so that a contract can be formed. If this acceptance or term is modified or new ones are added, the agreement operates as a counteroffer. This is apparently what had occurred between you and the other party.

In contrast, a "contract" is an agreement between two or more parties creating "obligations" that are enforceable or otherwise recognizable at law. It is binding. It is sets forth in writing such an agreement. With that said, no violation or breach of a contractral obligation occurred.

Additionally, a contract breach can only occur either by failing to perform your promise; by the other party interfering with your performance or by you interfering with their performance.

No remedy exists because you are still negotiating. We say this cautiously because you did not indicate whether there is a "written contract" or "negotiated contract." You only stated that you offered a price and he/she accepted or "agreed to" the price. You made offer or term; he/she counter! And, you didn't not state whether the lien was negotiated before or after-the-fact [of this offer]. Either way, it is the responsiblity of the other party to secure the "release of lien" and you are not required by law to accept their terms, especially if the lien was undisclosed or inadvertently included in your negotiated offer or if a contract indicating the terms of this negotiated agreement was NOT executed.

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Answered on 12/15/11, 7:50 pm


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