concurring:
The letter sent to Apex by BAC’s manager, Luhrs, does not constitute a contract, but is an invitation to enter into a contract. The letter clearly stated in its second paragraph, “Please have your attornies [sic] draw up the necessary subordination agreement and mail to this office for signature.” Thus, what Luhrs contemplated was that Apex attorneys would prepare a subordination agreement in proper form and would send it to BAC attorneys for approval. He did not enter into a binding subordination agreement himself; he merely entered into negotiations for such an agreement.
Because there was no valid subordination agreement between BAC and Apex, it is not necessary to reach the issue of the manager’s apparent authority. The sheriff’s schedule of distribution of the proceeds is correct and the lower court’s order should be affirmed.