City University of New York v. Finalco, Inc.

Sandler, J. P., and Alexander, J., dissent in a memorandum by Alexander, J., as follows:

For the reasons stated at Special Term, I would affirm the award of summary judgment in favor of Finalco. The conduct of the parties indicates an intent not to be bound until the execution of a signed agreement. City University of New York agreed to sign the agreement and conceded to the terms proffered by Finalco, only after it learned that Finalco had withdrawn its offer. The record clearly demonstrates that there was no meeting of the minds and the application of section 2-205 of the Uniform Commercial Code does not require a different result.