Oliver (defendant) approached Southworth (plaintiff), a neighbor, to determine Southworth’s interest in buying a plot of grazing land Oliver was selling. Southworth was interested, and Oliver stated he still needed to determine the price, other terms, and the treatment of grazing permits in which another neighbor (Holliday) was interested. Southworth later telephoned Oliver to ask how he was coming along with the process, to confirm his interest in purchasing the land, and to let Oliver know he had obtained the purchase price. Several days later, on June 17, 1976, Southworth received a letter from Oliver indicating that he was selling 2,933 acres of land in Grant County for $324,419. The letter also required a 29 percent down payment with the balance payable over the next five years at an 8 percent interest rate. Oliver sought either a December 1, 1976 or January 1, 1977 sale date. After receiving this letter from Oliver, Southworth sent a response letter to Oliver on June 21, 1976 saying that he accepted Oliver’s offer to sell the land. Oliver replied with another letter, saying Southworth “misconstrued” the purpose of his June 17th letter and that he only intended the letter to provide information about the land for sale. Oliver stated that he did not wish to enter into a binding contract to sell the land to Southworth, but that he merely wanted to open up additional negotiations with Southworth, as well as other neighbors. Southworth brought suit in Oregon state court seeking specific performance of the alleged contract for the sale of land. The trial court held for Southworth and ordered specific performance. Oliver appealed.