Zinni v. Royal Lincoln-Mercury, Inc.

• Decision Date: 06 June 1980
• Docket Number: No. 79-1114,INC,LINCOLN-MERCUR,79-1114
• Parties: , 40 Ill.Dec. 511, 29 UCC Rep.Serv. 1159 Karen ZINNI, Plaintiff-Appellant, v. ROYAL, and Ford Motor Company, Defendants-Appellees.
• Court: United States Appellate Court of Illinois

Page 212

406 N.E.2d 212

84 Ill.App.3d 1093, 40 Ill.Dec. 511,

29 UCC Rep.Serv. 1159

Karen ZINNI, Plaintiff-Appellant, v. ROYAL LINCOLN-MERCURY, INC., and Ford Motor Company Defendants-Appellees.

No. 79-1114.

Appellate Court of Illinois, First District, Fifth Division.

June 6, 1980.

Anthony J. Trotto, Rice & Trotto, Oak Park, for plaintiff-appellant.

Roger L. Harris, Harris & Goldstein, Chicago, for defendants-appellees.

LORENZ, Justice:

Plaintiff Karen Zinni brought this action against the defendants, Royal Lincoln-Mercury, Inc. and Ford Motor Company, for breach of a contract for the sale of an automobile. In its motion to dismiss defendant Royal Lincoln-Mercury contended that (1) no contract existed because defendant did not accept plaintiff's order to buy; and (2) if a contract exists, it is unenforceable under the Illinois Statute of Frauds (Ill.Rev.Stat. 1977, ch. 26, par. 2-201.) The trial court granted defendant's motion to dismiss.

According to the allegations of plaintiff's complaint, plaintiff visited defendant's automobile showroom on June 23, 1977, with the purpose of purchasing an automobile. The parties allegedly entered an agreement for the sale of an automobile. The purported agreement is evidenced by a document, referred to as an order form, attached to plaintiff's complaint. This form lists the plaintiff's name and address, bears the printed letterhead of defendant, describes the car, and states the purchase price. The following language also appears within the document: "THIS ORDER SHALL NOT BECOME BINDING UNTIL ACCEPTED BY DEALER OR HIS AUTHORIZED REPRESENTATIVE * * * ." Below this language are two lines: the first line is for the signature of the purchaser and the second is for the signature of the seller. On the second line are the words, "ACCEPTED BY:." Neither party signed this document. Plaintiff further alleges that defendant failed to deliver the bargained-for automobile and thereby breached the contract.

In its motion to dismiss, defendant contends that the absence of a signature by the dealer or his authorized representative establishes that plaintiff's offer to buy was not accepted by the defendant. In addition, since the defendant has not signed the document, the alleged contract is unenforcible under the Statute of Frauds. In granting defendant's motion to dismiss, the trial court found that no contract existed between the parties, and that assuming there was a contract, it was unenforcible under the Statute of Frauds.

On appeal, plaintiff maintains that defendant's acceptance may be manifested by acts or conduct other than signing the document. According to section 2-206 of the Uniform Commercial Code:

"(1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances * * * ." (Ill.Rev.Stat. 1977, ch. 26, par. 2-206.)

Although the modes of a valid acceptance may be varied, the requirement of an acceptance by the offeror still exists. The three essential elements of a contract are an offer, an acceptance and consideration. (Steinberg v. Chicago Medical School (1977), 69 Ill.2d 320, 13 Ill.Dec. 699, 371 N.E.2d 634.) Where an order form containing the buyer's offer, requires the acceptance of the seller, no...