60 Horne v. Niver, 168 Mass. 4, 46 N. E. 393.
Sec. 77. Qualified or conditional acceptances are counter-offers and reject the original offer. A conditional acceptance is in effect a statement that the offeree is willing to enter into a bargain differing in some respect from that proposed in the original offer. The conditional acceptance is, therefore, itaelf a counter-offer and rejects the original offer, so that thereafter even an unqualified acceptance of that offer will not form a contract.65
61 Tina v. Hoffman, 29 L. T. (N. S.) 271, per Brett, J.
62 Palmer v. Phoenix Mut. Life Ins. Co., 84 N. Y. 63.
63 Shoenfield v. Hall Safe, etc., Co. (Tex. Civ. App.), 157 S. W. 462.
64 See infra, Sec. 92.
There are numerous decisions on the question whether a particular acceptance is conditional. A few of these may be given as illustrations. An acceptance "subject to the terms of a contract being arranged" between the parties lawyers is conditional,66 and no acceptance is good which contains the condition that subsequent arrangement is to be made concerning any of the terms of the bargain.67 So a reply to an offer to sell real estate accepting the offer if the title is satisfactory to the buyer's attorney is not a valid acceptance if, as seems the true construction of the reply, the offeree thereby imposes as a condition of the bargain the favorable opinion of his own lawyer as distinguished from the standard established by the law.68 A reply to an offer of the unexpired term of a lease that the offeree accepted subject to the lessor's assent creates no contract.69 So an offer to sell land is not accepted by a reply which though in terms accepting the offer at the outset, imposes the condition that certain additional deeds be turned over;70 or that a sum to be paid for an option should be credited on the price if the option was exercised.71 A reply imposing the requirement of a bond is conditional.72 So a reply to an offer to sell land, directing that the deed be Bent to another State where payment will be made, since such a reply imposes the condition that the place of payment shall be other than that where it would have been on a true construction of the offer, and an alteration of the place of payment is fatal to the existence of a contract.73 A reply altering in any way the method of payment or performance,74 or making new stipulations as to quality,75 or the title of property for sale76 will invalidate an acceptance. These illustrations might easily be multiplied.77 Even the requirement of an acknowledgment has been held a fatal addition.78
65See supra, Sec. 51.
66 Honeyman v. Marryatt, 6 H. L. C. 112.
67James v. Darby, 100 Fed. Rep. 224, 40 C. C. A. 341; Pacific Rolling Mill Co. p. Riverside & A. Ry. Co., 90 Cal 627, 27 Pac. 625.
68See cam cited, infra, Sec.78, n. 80. That "satisfactory" to the offeree's lawyer should be construed as requiring his personal satisfaction as distinguished from what would satisfy a reasonable man, see supra, Sec. 44 and Corcoran v White, 117 111. 118,7 N. E.
525, 57 Am. Rep. 858; but see Vought v Williams, 120 N. Y. 253, 24 N. E. 195, 8 L. R. A. 591, 17 Am: St. Rep. 634; Andrews v. Calori, 38 Can. Supr. Ct.688.
69Putnam v. Grace, 161 Mass. 237, 37 N. E. 166.
70Egger v. Nesbitt, 122 Mo. 677, 27 S. W. 385, 43 Am. St. Rep. 596.
71 Laney v. Ricardo, (Wis. 1919), 172 N. W. 141.
72Howard v. Industrial School, 78 Me. 230, 3 Atl. 657.