Benya v. Stevens & Thompson Paper Co.

Vincent Benya (plaintiff) wanted to purchase 5,000 acres of timber land from Stevens and Thompson Paper Company, Inc. (S&T) (defendant). On September 24, 1979, Landvest, Inc., a real-estate-sales company, prepared a purchase-and-sales agreement that Benya signed and sent to S&T. S&T’s attorney made the following changes to the agreement: (1) deposit doubled from $5,000 to $10,000; (2) minimal adjustment of the per-acre price; (3) cash at closing reduced by $5,000; (4) mortgage percentage increased from 9 percent to 10 percent; (5) mortgage-commencement date moved back with quarterly, not annual payments; (6) deed type changed from warranty to special warranty. S&T’s vice president initialed each change, signed the agreement, and mailed it back to Landvest. Benya objected to the new deposit amount. Landvest spoke to S&T’s attorney and prepared a new agreement that reduced the deposit back to $5,000 and postponed the date of the first quarterly payment for one year. On October 19, Benya signed the document and in early November 1979, sent it to S&T for approval. S&T never executed it because it had sold the land on November 7. Benya brought a breach-of-contract complaint. Following a bench trial, the court found the September 24 agreement binding because both parties signed it and the terms were substantially the same. The court awarded Benya $300,000 in damages and $50,000 in punitive damages. S&T appealed.