State of Rhode Island Dept. of Transportation v. Providence & Worcester RR Co.
Rhode Island Supreme Court
674 A.2d 1239 (1996)
Providence & Worcester Railroad (P&W) offered the State of Rhode Island (plaintiff) a mandatory statutory purchase option on abandoned railroad property at $100,000 (the same price it had separately agreed to sell the property to Promet Corp., which required track removal); the state's responsive letter accepted the $100,000 offer but stated it would not require track removal, yet P&W moved up its closing with Promet and sold the property before the state tendered payment. The trial court found the state's letter was a valid acceptance rendering the Promet sale void, and ordered P&W to convey the property to the state; P&W appealed, arguing the state's letter wasn't a valid acceptance.
Whether an acceptance that does not materially change the terms of an offer is valid, even if the acceptance makes necessarily implicit changes or relieves the other side from contractual obligations.