Humble Oil & Refining Co. v. Westside Investment Corp.
Supreme Court of Texas
428 S.W.2d 92 (1968)
Westside Investment Corp. (Westside) (defendant) gave Humble Oil & Refining Co. (Humble) (plaintiff) an exclusive, irrevocable option to purchase land for $35,000, exercisable by notice before June 4, 1963, plus $1,750 in earnest money. On May 2, Humble sent a letter exercising the option but also proposing to amend the underlying contract to require Westside to extend utility lines before closing; on May 14, Humble sent a second letter unconditionally exercising the option, disclaiming the earlier proposed amendment, and paying the required earnest money. Westside refused to honor the option, arguing Humble's May 2nd letter operated as a conditional acceptance that rejected the option contract. Humble sued for specific performance; the trial court granted Westside summary judgment, the court of appeals affirmed, and Humble appealed.
Whether a counteroffer or other negotiations made by an offeree in an option contract before the closing date of the option will terminate the offeree's power to accept the option.