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Rick v. Sprague12/9/2005
meaning or ambiguity should only be made in the light of the relevant evidence of the situation and relations of the parties, the subject matter of the transaction, preliminary negotiations and statements made therein, usages of trade, and the course of dealing between the parties. But after the transaction has been shown in all its length and breadth, the words of an integrated agreement remain the most important evidence of intention.
In short, although other evidence may aid the process of interpretation, the words of the contract remain the key to determining whether the . . . terms [of the offer to confess judgment] are ambiguous.
Id. (citation omitted).
With these principles of interpretation in mind, we are convinced the words of the confession of judgment are not, as a matter of law, ambiguous.
In paragraph one of the offer to confess judgment, Sprague offers to confess judgment on "plaintiffs' claim." Marlene contends the words "plaintiffs' claim" mean the offer of $5000 is being made to each plaintiff because Sprague used the singular of the word claim rather than the plural. We disagree. A reasonable interpretation of the phrase "plaintiffs' claim" is that Marlene's loss of consortium claim and Howard's personal injury claim were in Sprague's mind one claim for purposes of the offer. This becomes clear in the next paragraph when Sprague stated " he amount offered above is the total sum that is being offered to the plaintiffs." (Emphasis added.) The offer did not invite a separate response on Marlene's claim and Howard's claim; Sprague lumped the two claims into one claim in his offer to confess judgment. See Dickson v. Hubbell Realty Co., 567 N.W.2d 427, 430 (Iowa 1997) ("In interpreting a contract, we give effect to language of the entire contract in accordance with its commonly accepted and ordinary meaning.").
To be bound, the contracting parties must manifest a mutual assent to the terms of the contract. Kristerin Dev. Co. v. Granson Inv., 394 N.W.2d 325, 331 (Iowa 1986). " his assent usually is given through the offer and acceptance." Id. In a contract by offer and acceptance, "the acceptance must conform strictly to the offer in all its conditions, without any deviation or condition whatever." Shell Oil Co. v. Kelinson, 158 N.W.2d 724, 728 (Iowa 1968). Otherwise there is no mutual assent and therefore no contract. Id.
Here Marlene attempted to accept the offer to confess judgment in a way that did not conform to the offer in all of its conditions. Instead, Marlene rejected the offer. O'Brien v. Fitzhugh, 204 Iowa 787, 790, 215 N.W. 944, 946 (1927) ("Unless it may be said that the alleged acceptance by the appellee of the offer of appellant embodied the same terms as contained in his offer, there is no acceptance, but a rejection of the offer."). Consequently, there was no valid acceptance of the offer to confess judgment and therefore no mutual assent to the terms of the offer. Absent such mutual assent, there was no contract.
VI. Disposition
Because we conclude there was no contract, the district court erred in concluding otherwise. We therefore reverse and remand for further proceedings.
REVERSED AND CASE REMANDED.
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