Breach of contract action; Elements of a valid contract; Kamalnath v. Mercy Mem’l Hosp. Corp.; Principle that mere discussions & negotiation cannot be a substitute for the formal requirements of a contract; Principle that before a contract can be completed, there must be an offer & acceptance; Pakideh v. Franklin Commercial Mtg. Group, Inc.; “Offer” defined; Cheydleur v. Hills (ED MI); Principle that acceptance must be unambiguous & in strict conformance with the offer; Acceptance; Kloian v. Domino’s Pizza, LLC

The court held that the trial court properly granted summary disposition for defendant on plaintiff’s breach of contract claim because defendant never accepted plaintiff’s offer. Plaintiff sued defendant for breach of contract, claiming defendant failed to follow through on its agreement to sell the property at issue to plaintiff. The trial court granted summary disposition for defendant, finding defendant never accepted plaintiff’s offer. On appeal, the court agreed with the trial court that “reasonable minds could not differ” that defendant’s response did not constitute an acceptance of plaintiff’s offer. “Clearly, the parties, while on the path to an agreement, were still working out the details of the agreement. And [defendant] clearly was not yet convinced that an agreement would be reached as it was going to continue with planning to demolish the building. The e-mail exchange reflect[ed] nothing more than discussions and negotiations.” Further, “[r]ather than being the equivalent of ‘we accept,’” two lines in the e-mail read “together lead to only one reasonable conclusion: that [defendant] was excited about the parties being close to a deal, that the discussions and negotiations were progressing, but recognizing that a deal might not be reached and they needed to continue preparing their alternative plan of demolition.” The court rejected plaintiff’s argument that summary disposition was premature because discovery had not yet been completed, noting plaintiff pointed to “no possible evidence that could be discovered that would establish a genuine issue of material fact that [defendant] had accepted plaintiff’s offer. Indeed, it is impossible to imagine what undiscovered evidence could be lurking out there that would prove acceptance.” Defendant’s “acceptance of the offer would have to have been in writing and that written acceptance would have to have been delivered to plaintiff.” Thus, “plaintiff would already possess any such evidence.” However, the most it had produced was the e-mail. The court failed “to see how any further discovery would yield any evidence that would allow a jury to conclude that [defendant] had accepted plaintiff’s offer.” Affirmed.