Parsons Bros. Slate Co. v. Com., Dept. of Highways

• Decision Date: 30 June 1965
• Parties: PARSONS BROTHERS SLATE COMPANY, Appellee, v. COMMONWEALTH of Pennsylvania, DEPARTMENT OF HIGHWAYS, Appellant. Lyonal G. PARSONS, H. Lucas Parsons and Stella P. Hill, Appellees, v. COMMONWEALTH of Pennsylvania, DEPARTMENT OF HIGHWAYS, Appellant.
• Court: Pennsylvania Supreme Court

211 A.2d 423

418 Pa. 389

PARSONS BROTHERS SLATE COMPANY, Appellee, v. COMMONWEALTH of Pennsylvania, DEPARTMENT OF HIGHWAYS, Appellant.

Lyonal G. PARSONS, H. Lucas Parsons and Stella P. Hill, Appellees, v. COMMONWEALTH of Pennsylvania, DEPARTMENT OF HIGHWAYS, Appellant.

Supreme Court of Pennsylvania.

June 30, 1965.

George R. Specter, Dept. of Highways, Commonwealth of Pennsylvania, Harrisburg, for appellant.

George F. Coffin, Jr., Easton, for appellees.

Before BELL, C. J., and MUSMANNO, JONES, COHEN, EAGEN O'BRIEN and ROBERTS, JJ.

MUSMANNO, Justice.

On March 9 1961, counsel for the plaintiffs in this case, owners of certain lands in Northampton County, notified the Department of Highways, Commonwealth of Pennsylvania, that they would accept $65,000 in settlement of the taking of segments of those lands in connection with a Commonwealth highway project. The letter specified:

'This will advise you that we, owners and lessee of said property, will accept the sum of $65,000, gross, in full settlement of all damages, provided this settlement is processed promptly. This letter is written without prejudice to press for damages in a larger amount, in the event settlement is not effected, within a reasonable time on the above basis.'

Within six days after receipt of this letter the Commonwealth delivered to the office of one of the attorneys for the plaintiffs a deed of release and quitclaim which stated that, in consideration of $65,000, the property owners remised, released, quitclaimed and forever discharged the Commonwealth from damages and claims arising out of the taking of their property.

The plaintiffs refused to sign the deed of release and quitclaim and filed in the Court of Common Pleas a petition for Viewers' proceedings. The Board of View, after hearings and inspection of the property, filed an award of damages in the sum of $168,000. The Commonwealth appealed and, in the ensuing jury trial, the jury returned a verdict in favor of the property owners in the amount of $200,000.

The Commonwealth moved for a new trial and argued before the Court en banc that upon its delivery the release-quitclaim deed, a binding contract came into being and that the plaintiffs had to accept $65,000 in full settlement of all damages incurred through the eminent domain proceedings. The Court rejected the contention, stating:

'Defendant's presentation to plaintiffs of the unexecuted release for their signature did not constitute a binding acceptance of the offer plaintiffs had made. At most, it was an acceptance contingent upon a future event, i. e., the execution by plaintiffs of the release. 'A contract is not made so long as, in the contemplation of both parties thereto, something remains to be done to establish contract relations': 12 Am.Jur., p. 519. If the view of defendant is correct, there was a contract binding on all parties from the moment the release was presented. This clearly was not the intent of the Commonwealth. Obviously it did not propose to be bound until plaintiffs at least executed the release. There was nothing to prevent the defendant from withdrawing from the arrangement before the release was executed and, by the same token, there was nothing to prevent plaintiffs from withdrawing their offer by refusing to execute the release.'

The Commonwealth appealed to this Court. We believe that the ruling of the Court below was correct. There is nothing in the record which shows that the Commonwealth had committed itself irretrievably to acceptance of the plaintiff's offer. In its brief the Commonwealth concedes:

'Nowhere on the instrument is there a place for the Commonwealth to sign the release or in any other way manifest an intention to accept it.'

In Cohn v. Penn Beverage Co., 313 Pa. 349, 169 A. 768 this Court said:

'Nothing is better settled than that in order to constitute a contract there must be an offer on one side and an unconditional acceptance on the other. So long as any condition is not acceded to by both parties to the contract, the dealings are mere negotiations and may be terminated at any time by either party while they are pending.'

The Court below properly found that

'The [Commonwealth's] offer of proof was insufficient as a matter of law to prove a binding contract of compromise. Defendant's presentation to plaintiffs of the unexecuted release for their signature did not constitute a binding acceptance of the offer plaintiffs had made.'

The point of no...