Harlow & Jones, Inc. v. Advance Steel Co.

Harlow & Jones, Inc. v. Advance Steel Co.
United States District Court
424 F.Supp. 770 (E.D. Mich. 1976)

Facts: Through an intermediary, Stewart (president of Advance Steel) found that he could purchase 1000 tons of steel from Harlow (whose president was Greve). Stewart/Advance indicated that he was interested on July 2, 1974. On July 9, 1974, Greve/Harlow mailed Stewart/Advance a sales form confirming a sale. That same day, Greve/Harlow placed an order with Centro Stahlhandel for the steel and included a copy of the form that they had sent Stewart/Advance. Stewart/Advance did receive the form, but never signed or returned the copy as requested. On July 19, 1974, Stewart prepared and mailed Advance's purchase order to Greve/Harlow (with some minor revisions on the shipping dates from Greve/Harlow's form); this purchase order was never signed or returned.

The steel was delivered in three shipments; Advance rejected the last shipment, claiming it was late. Harlow insisted they had to buy it and that it wasn't late. Harlow claims that Advance accepted their offer when they sent the purchase order. Advance says their purchase order was a counteroffer which Harlow accepted when they sent the first two shipments.

Procedure: District Court/trial level

Issue: When was a contract entered into? Which terms are correct?

Holding: Orally, at the beginning of the interaction between the companies; everything afterwords was just working out the particulars. The particulars will include what they agreed on and none of what they didn't.

Reasoning: Not only is that how it's usually done in international steel transactions, but both parties acted as if it were done that way. This, combined with the evidence, shows that there was no material delay. (Part of the evidence includes the usual standards of international steel trade.)

Cook v. Coldwell Banker/Frank Laiben Realty Co.

Cook v. Coldwell Banker/Frank Laiben Realty Co.
Missouri Court of Appeals
967 S.W.2d 654 (1998)

Facts: Plaintiff, Cook, worked for the defendant. Defendant announced a bonus program where agents who earned $15k would earn a $500 bonus payable immediately, agents who earned between $15k and $25k would get a 22% bonus, and agents earning above $25k would get a 30% bonus. Bonuses beyond the first $500 would be paid at the end of the year. Later, defendant said that the bonuses would be awarded in March instead (after the year in which the earnings were calculated). Plaintiff left before March but after the end of the bonus year and requested her bonus; defendants denied her.

Procedure: Trial court awarded the defendant's former sales person (plaintiff) damages for a breach of a bonus agreement. Defendant appeals, claiming the plaintiff failed to make a submissible case in that she did not accept the bonus offer before it was revoked.

Issue: Can the defendant revoke its offer in a unilateral contract while the offeree is attempting to accept/perform?

Holding: No.

Reasoning: If the offeree in a unilateral contract performs a significant portion of promised performance, the offer becomes binding (see restatements in text).

Petterson v. Pattberg

Petterson v. Pattberg
New York Court of Appeals
248 N.Y. 86, 161 N.E. 428

Facts: "I hereby agree to accept cash for the mortgage which I hold... I will allow you $780 providing said mortgage is paid on or before May 31, 1924, and the regular quarterly payment due April... is paid when due." Defendant sent this letter to the plaintiff. After the April bill was paid but before the rest of the mortgage was paid off, defendant sold the mortgage. Since plaintiff had entered into a contract to sell the land free and clear of the mortgage, he had to pay the $780 to the new mortgage owner. Plaintiff claims the loss against the defendant.

Procedure: Trial court awarded the recovery of the sum plus interest. An Appellate court affirmed.

Issue: Can the offerer in a unilateral contract change his mind while the offeree is midway through the requested action (fulfilling the condition)?

Ruling: Yes (a reversal of the trial and appellate decisions)

Reasoning: The offerer can revoke their offer at any time before the acceptance of the offer- so say otherwise violates the nature of a uni contract. (Dissent- "The question in this case is not whether payment of the mortgage is a condition precedent to the performance of a promise made by the defendant, but, rather, whether at the time the defendant refused the offer of payment, he had assumed any binding obligation, even though subject to condition." Since the only reason the plaintiff couldn't complete the uni contract was that the defendant stopped him, she shouldn't be allowed to take advantage of it).

Normile v. Miller

Normile v. Miller
Supreme Court of North Carolina
313 N.C. 98, 326 S.E.2d 11 (1985)

Facts: Defendant put a piece of real estate up for sale. Plaintiffs Normile and Kurniawan made an offer (on the condition it was accepted by 5pm Aug. 5th 1980); Defendant Miller made a counteroffer. Plaintiffs N&K considered the offer, but their agent thought they rejected it and found another buyer, Plaintiff Segal. Plaintiff Segal made an offer (similar to the Defendant's earlier counteroffer) that the defendant accepted on the 5th. After this, at 2 pm, the agent told N&K that the defendant had revoked her offer (he said "You snooze, you lose; the property has been sold"). Prior to 5 pm, N&K had signed and initialed the counteroffer and put down the deposit.

Procedure: Trial court ordered defendant to convey the property to plaintiff Segal (in a summary judgement; both sets of plaintiffs had moved for summary judgment). Plaintiffs N&K appealed on their motion for summary judgment being denied; Court of Appeals unanimously affirmed the trial court's actions. This court is reviewing N&K's petition.

Issue: Did the time limit in the initial offer create an option? Also, "If a seller rejects a prospective purchaser's offer to purchase but makes a counteroffer that is not accepted by the prospective purchaser, does the prospective purchaser have the power to accept after he receives notice that the counteroffer has been revoked?"

Holding: No and no.

Reasoning: The time limit evaporated when D rejected the offer and created a counteroffer. Since the Ps did not respond, they certainly did not accept the counteroffer and they had no option on the property, so it was legitimately sold to a third party.

Lucy v. Zehmer

Lucy v. Zehmer
Supreme Court of Appeals of Virginia
84 S.E.2d 516 (Va. 1954)

Facts: Lucy and Zehmer got drunk. They discussed the sale of the Ferguson Farm, which Zehmer owned. Zehmer wrote a contract which he and his wife signed agreeing to sell the farm to Lucy for $50k. Zehmer protests that he was "higher than a Georgia pine" and that he was kidding, so the contract is void.

Procedure: Trial court held that the complainants (the Lucys) failed to establish their right to specific performance. "The assignment of error is to this action of the court."

Issue: Was the contract legit?

Holding: Yes

Reasoning: Zehmer was not too drunk; The document was produced as a serious piece of business; In the field of contracts, as generally elsewhere, “We must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention. ‘The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts.’” First Nat. Bank v. Roanoke Oil Co., 169 Va. 99, 114, 192 S.E. 764, 770;