Acceptance Or Counteroffer?

A California Court of Appeal opinion published yesterday highlights the importance of understanding how and when a contract is formed.  The case from an attorney's letter to an insurance offering to settle his client's claim for bodily injuries in exchange for payment in the amount of the  insurance policy limits, as long as certain conditions were fulfilled.  The attorney's offer further stated: "You may further condition your acceptance of this offer by requiring that our client execute a Release of all Bodily Injury Claims against your insureds and their heirs only, which Release is not inconsistent with the terms and conditions of this offer".

The insurance company acceptance included a release of all of the client's claims against the insured.  The client, however, backed out of the settlement because the release required him to release all his claims, including for property damage, when the settlement offer contemplated only claims for bodily injury.  The insurance company then sued for breach of the settlement agreement and the trial court granted its motion for summary judgment.  

The Court of Appeal affirmed finding "when parties agree on the material terms of a contract with the intention to later reduce it to a formal writing, failure to complete the formal writing does not negate the existence of the initial contract".  CSAA Ins. Exchange v. Hodroj, 2021 Cal. App. LEXIS 1009.  What happens when the parties tries to include something in the formal writing that the parties did not agree upon, as did the insurance company?  According to the Court, "the proposed writing is not a counteroffer; rather, the initial agreement remains binding and a rejected writing is a nullity".  

The Bard's Remonstrance Of Silent Letters

Yesterday's post discussed some of the reasons that English words often include silent letters.  It was noted that in the Sixteenth Century, English orthographers added letters as a sort of nod to the Latin origin of English words.  William Shakespeare, who lived during that period, was aware of trend and even pokes fun at it in his play Love's Labour's Lost when the schoolteacher Holofornes declaims against it:

He draweth out the thread of his verbosity finer
than the staple of his argument. I abhor such
fanatical phantasimes, such insociable and
point-devise companions; such rackers of
orthography, as to speak dout, fine, when he should
say doubt; det, when he should pronounce debt,—d,
e, b, t, not d, e, t: he clepeth a calf, cauf;
half, hauf; neighbour vocatur nebor; neigh
abbreviated ne. This is abhominable,—which he
would call abbominable: it insinuateth me of
insanie: anne intelligis, domine? to make frantic, lunatic.

Act V, Sc. 1.  A few lines later, we encounter the longest word (according to Guinness World Records) in the English language with alternating consonants and vowels - honorificabilitudinitatibus.  The word is also a hapax legomenon (ἅπαξ λεγόμενον) in Shakespeare's works.

Tags: contract