Arnold v. Gramercy Co.

As very adequately pointed out by the learned Justice at Special Term (see 30 Misc 2d 852), the letter from plaintiff’s attorney, dated January 27, 1960, was not a clear and unqualified acceptance of the prior written offer made to her. Rather, the letter appears to have been carefully worded by the plaintiff's attorney so that he would later be able to say that there were matters not yet fully agreed upon, and, thus be in a position to claim that the plaintiff was not bound to a contract. In any event, under the circumstances here, it does not appear that there was a meeting of the minds on the terms of a contract, and, thus, a binding contract was not formed. In support of her claim that a bind in a: 763 contract was in fact made, the plaintiff refers to the minutes of a meeting of the board of trustees of the owner corporation held on March 16, 1960, wherein it was stated that, “It was decided to authorize Mr. Jones to go ahead with the contract for the sale of the apartment she occupies, to Miss Arnold. It was emphasized, however, that this contract should not absolve her front general building responsibilities for violations, exclusive of those incurred in remodeling her own apartment.” It does not appear that the aforesaid action of the defendant owner’s board or the terms thereof were ever communicated to the plaintiff. In fact, the plaintiff (according to her brief) claims that neither she nor her attorneys heard from the defendants in reference to the same. Therefore, this action on part of defendant’s board may not be given the effect of an acceptance of the counter proposals of plaintiff set forth in her letter of January 27, 1960. (See Fowler-Curtis Co. v. Dean, 203 App. Div. 317, 318; also 9 N. Y. Jur., Contracts, §§ 29, 31; 17 C. J. S,, Contracts, § 45.) Furthermore, the minutes of the March 15 meeting of the defendant’s board, taken as a whole, do not have the effect of proving the existence of a binding contract between the parties. Rather, they tend to establish the contrary. The statement that Mr. Jones was “to go ahead with the contract” is entirely consistent with a meaning that Mr. Jones was to continue his negotiations with plaintiff to arrive at a satisfactory contract. Then the statement following that the “contract should not absolve her [plaintiff] from general building responsibilities for violations ”, confirms that there was still this area of disagreement to be satisfactorily resolved. The board was still insisting that the plaintiff assume these responsibilities concerning which there had been considerable dispute between the parties. In any event, whether or not there was a meeting of the minds of the parties, so as to effectuate a binding contract, was a question of fact (see 9 N. Y. Jur,, Contracts, §§ 9, 16, 18; White v. Hoyt, 73 N. Y. 505, 512; Stevens v. Amsinck, 149 App. Div. 220, 228; Aker v. Fredella Co,, 227 App. Div. 226), and the record clearly supports the determination by the trial court that the plaintiff failed to prove such a contract. Finally, we agree with the trial court that the plaintiff failed to establish an actionable conspiracy on the part of the defendants and that she failed to establish a proper basis for a declaratory judgment action. Concur — Botein, P. J., Breitel, McNally and Eager, JJ,;