Cengage Advantage Books: Foundations of the Legal Environment of Business 3rd Edition by Marianne Jennings

تمرين 2

Kass v. Grais 887 N.Y.S.2d 578 (N.Y. Div. One 2009)
The Twenty-Minute FedEx Difference and Stipulated Means
Loryn Kass (plaintiff) made an offer to purchase land from David Grais and others (defendants). Twenty minutes after she revoked her offer, she received a FedEx package that included all the signed documents from Mr. Grais for the sale of the land to Ms. Kass. Mr. Grais filed suit seeking to enforce their contract on the grounds that the mailbox rule applied and that his acceptance of her offer occurred when he sent the FedEx package, thus making the acceptance effective before her revocation. The trial court granted summary judgment to Ms. Kass and Mr. Grais appealed.
Judicial Opinion
MAZZARELLI, Presiding Justice Although the mailbox rule has never been extended to encompass the delivery of a contract by Federal Express, defendants propose applying the rule to this purchase contract, notwithstanding the postdating of such contract to the date of delivery. Pursuant to section 25 of the purchase contract, "any notice to Escrowee shall be deemed given only upon receipt by Escrowee and each Notice delivered in person or by overnight courier shall be deemed given when delivered." It is undisputed that plaintiff withdrew her offer to purchase defendants' property before the fully executed contract was delivered. Defendant argues for excluding the executed contract from the ambit of section 25 because that provision uses the word "notice." To the extent section 25 could be considered ambiguous, which it is not, it is well settled that any ambiguity must be construed in plaintiff's favor and against defendants, who drafted it.
Affirmed.
Case Questions
1. Is this a stipulated means offer? Explain why or why not.
2. Why does the language change the mailbox rule?
3. Does the court decide the issue of FedEx delivery and the mailbox rule?