Barrick owned farmland that Clark wanted to buy. They entered into negotiations, which resulted in Clark making an offer of $14,500. Barrick wrote back stating that the price was $15,000 and if the price was satisfactory the deal could be closed immediately. At this time Clark was away on a hunting trip. His wife received the letter and responded asking Barrick to hold the offer open until her husband returned in around ten days. Barrick did not reply. Thirteen days later, Barrick sold the property to someone else for $15,000. Clark did not return until twenty days after his wife received the offer. Clark sought specific performance of the alleged contract between him and Barrick. The case was dismissed at trial, but found for Clark on appeal.
- What is the reasonable amount of time that the offer must be left open for?
Estey states that the reasonable time that this specific offer must be left open for is longer than for goods that fluctuate in price (such as stocks), or for perishable goods. The fields could not be used until spring anyway, which must be considered. However, through his actions and insistence on replying to Barrick's letters by wire Clark indicated that he did not have a spring date in mind, but wanted to get the sale done, or go off to pursue other options. Further, Barrick did not respond to Mrs. Clark's letter, so he was not bound to any particular period of offer. In the result, leaving the offer open for thirteen days was a reasonable time, as Clark had indicated that he wanted to accept and close the sale as soon as possible.
Kellock, in a concurring judgment, discusses that much of the Court of Appeal's reasoning was based off claims that Barrick made concerning his intent to sell as soon as possible outside of his communication with Clark (the deal could be closed "immediately"). The offer by Barrick was clear that it should be dealt with swiftly, and thus the time frame was valid.
- The reasonable time to accept an offer can be determined from the conduct and language of the two parties, the nature of the goods and other reasonable indications.
- Statements made outside of a contract have no bearing in deciding whether there was an agreement.