Question about remodeling offer vs. contract - Utah

[duffyace]

What is the name of your state? Utah

Hello,

My in-laws recently tapped a local remodeling company to come and do a proposal for remodeling their kitchen. Under the terms that they were to agree to were stipulations that the company would be able to run my in-laws through the loan process and that would go straight to the company.

Long story short, in-laws ("IL's hereafter") found out they were going to be charged 3 times more than they could get elsewhere. Now they are looking for a way out of the contract.

After reviewing it, I have what I think is a really bright idea regarding a loophole. The "sales agreement", which also serves as the contract, requires 4 signatures on it:

1. Father in-law
2. Mother in-law
3. Company representative
4. Approval by company manager

The approval by company manager line is blank - the person came to their house, gave them this proposal for $32,000 and change, and then left with their own carbon copy of the agreement.

On the terms portion, there is a Seller's Performance (company) clause which reads, "Seller offers to furnish the specified materials and arrange for their delivery and installation as described on the front side of this agreement, and in accordance with any referenced plans or drawings, for the total price listed on the Total Project Price line. This sales agreement must be submitted by the salesperson to COMPANY NAME management for approval, the Sales Agreement remains merely an offer until Seller's management affixes its signature thereto."

Now, under the Notices clause, it basically spells out that all notices must be hand delivered or sent through a national carrier with return receipt.

My question is this: Without the "Approval" signature from the manager, is the agreement still an offer or a contract? I spoke with a rep. from the company who said they don't need it, and I don't quite buy it.

Additionally, if they did sign a different copy finalizing the agreement, would they not be required to send out the agreement as outlined in the Notices provision, thus extending the 3-day rescission period to the point at which they received it?

I ask because now that they don't want to get taken to the cleaners, the company is threatening to sue them for the full amount - right now I think they're bluffing, but I need opinions from someone with expertise in this area.

P.S. - In Utah there is a 3-day rescission period for these, which the company says began 2/11/08 - so they say the contract become locked on 2/14/08.

[BL]

the Sales Agreement remains merely an offer until Seller's management affixes its signature thereto."

Resind the offer by overnight delivery ...

If they have a fax # , send a fax , then delivery confirmation .

[CameronNewport]

Originally Posted by duffyace

My question is this: Without the "Approval" signature from the manager, is the agreement still an offer or a contract? I spoke with a rep. from the company who said they don't need it, and I don't quite buy it.

Wow, this is a tough one.

Contracts are formed when there is an offer and an acceptance. If the contract wasn't formed after your in-laws signed the paperwork, then they obviously didn't accept anything. If they didn't accept anything, then I suppose the paperwork didn't really extend an offer.

So, it would seem that when your in-laws signed the paperwork, they were the party actually making the offer, and the sales manager then needed to accept the offer.

So that leads one to ask, when is the offer accepted? When the sales manager signs his name to the paperwork, or when your in-laws are notified of the acceptance? The general rule is that a contract is not formed until an acceptance is communicated to the offeror, so I would argue that at this point, there is no contract.

Your in-laws should do as BL suggests, and rescind the offer ASAP. I have to admit, my analysis suggests just one possible outcome, however. A judge may come to a different conclusion after reviewing all the facts.