Tymon v. Linoki, 16 N.Y.2d 296 (1965)
An oral acceptance of a written offer to sell land can create a binding contract enforceable by specific performance, and when a vendor is acting as an executor, the vendor is only required to convey the land by an ordinary executor’s deed.
Summary
Tymon sued Linoki for specific performance of a land sale contract. Linoki sent Tymon a letter offering to sell land for $3,500. Tymon orally accepted the offer. Linoki later tried to sell to Hayes. The trial court ordered Linoki to convey the property via a “Full Covenant and Warranty Deed.” The Appellate Division modified this, ordering a deed free of encumbrances with specific statutory covenants. The Court of Appeals held that Tymon’s oral acceptance created a binding contract, but Linoki, acting as an executor, only needed to provide an ordinary executor’s deed.
Facts
Linoki sent a letter to Tymon on August 22, 1960, offering to sell three lots for $3,500.
A virtually identical letter was sent to Ledogar, a broker.
Tymon testified he orally accepted Linoki’s offer during a phone conversation shortly after receiving the letter.
Linoki gave Tymon his attorney’s contact information to arrange a formal contract.
Due to delays, Tymon sent a letter on September 10, 1960, reaffirming his acceptance and including a deposit check.
Hayes accepted the offer made to Ledogar on September 9, sending a deposit check to Linoki’s attorney.
Linoki’s attorney returned Tymon’s check on September 21, stating Linoki had a prior acceptance.
Linoki and Hayes signed a formal written contract on September 24.
Procedural History
The trial court ruled in favor of Tymon, ordering specific performance with a “Full Covenant and Warranty Deed.”
The Appellate Division modified the judgment, specifying a deed free of encumbrances with certain statutory covenants.
Linoki appealed to the Court of Appeals.
Issue(s)
Whether an oral acceptance of a written offer to sell real property constitutes a binding contract enforceable through specific performance.
Whether an executor selling property is required to provide more than an ordinary executor’s deed.
Holding
Yes, because a binding contract is formed by an oral acceptance of a satisfactory written offer, provided the writing contains all essential terms and the parties intend to be bound.
No, because when acting as an executor, the seller is obligated only to provide a deed conveying the title the testator had at the time of death, which is satisfied by an ordinary executor’s deed.
Court’s Reasoning
The Court of Appeals found ample evidence to support that a binding contract was created when Tymon orally accepted Linoki’s written offer. The Court cited cases like Marat Corp. v. Abrams, 15 N.Y.2d 1002 (1965) which affirmed the validity of contracts formed by oral acceptance of written offers. The court distinguished other cases cited by the appellants, noting that in those cases, the parties did not intend to be bound until a formal contract was signed.
Regarding the type of deed required, the court referenced Burwell v. Jackson, 9 N.Y. 535 (1854), clarifying that while an agreement to sell implies an understanding to provide good title, it doesn’t necessarily require specific warranties unless expressly stated. Citing Bostwick v. Beach, 103 N.Y. 414 (1886), the Court reasoned that when the seller acts as an executor, the obligation is only to convey the title the testator possessed at the time of death, thus requiring only an executor’s deed.
The Court emphasized that its holding aligned with established precedent, ensuring executors are not unduly burdened with personal liability beyond the scope of their fiduciary duties. As such, “the order of the Appellate Division should be affirmed with the exception of a modification requiring that the property be conveyed to the plaintiff by an executor’s deed in the ordinary form.”