Dorchester Industries Incorporated, et al. - Page 19

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          1995, by telephone, Garofalo made certain minor changes to those            
          proposed settlement figures, which changes were confirmed by the            
          November 6 letter.  The November 6 letter was faxed to and                  
          received by Gilson during the morning on November 6, 1995.  We              
          base that finding principally on Garofalo’s testimony that he               
          believed that the November 6 letter was faxed to Gilson at                  
          11:30 a.m., on November 6, 1995, and Gilson’s testimony that he             
          recollects reviewing the November 6 letter on November 6, 1995.             
          Moreover, the November 6 response refers to Garofalo’s “revised             
          offer of this morning, November 6, 1995.”  We are convinced that            
          the proposed settlement figures conveyed to Gilson by way of the            
          November 3 letter and modified somewhat on November 6, 1995, by             
          way of the November 6 letter constitute the definite and material           
          terms of an offer to settle the docketed cases, and we so find.             
               Dorchester and Frank Wheaton argue that the November 6                 
          response, faxed by Gilson to Garofalo at 3:30 p.m., was too late            
          and, thus, no agreement was reached.  We do not agree.  First,              
          Gilson accepted the Government’s proposals during his telephone             
          conversation with Garofalo during the morning of November 6,                
          1995.  The November 3 letter, however, called for a written                 
          acceptance.  The November 6 letter extended the time for the                
          written acceptance to 1:00 p.m.  By telephone during the morning            
          of November 6, 1995, Garofalo extended the 1:00 p.m., deadline              
          contained in the November 6 letter.  It is hornbook law that, if            
          an acceptance fails to comply with a time requirement in an                 




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