Dr. Werner Oswald v. Jane B. Allen
417 F.2d 43 · Court of Appeals for the Second Circuit · 1969
Facts
Dr. Oswald, a coin collector, was interested in Mrs. Allen's collection of Swiss coins. After examining coins, a price of $50,000 was agreed upon, but the parties had different understandings of what was included in the sale. Dr. Oswald believed he was buying all Swiss coins, while Mrs. Allen believed she was selling only her "Swiss Coin Collection."
Procedural history
The case was initially heard by a lower court (S.D.N.Y. 1968), which concluded that no contract existed due to a lack of mutual assent and an insufficient memorandum under the Statute of Frauds. Dr. Oswald, the appellant, challenged this conclusion. This court, the Circuit Court, affirmed the lower court's decision.
Issue
Appellant attacks the conclusion of the Court below that a contract did not exist since the minds of the parties had not met.
Holding
The court affirmed the lower court's decision that no contract existed and that there was no sufficient memorandum to satisfy the Statute of Frauds.
Rule
The law is settled that no contract exists when any of the terms used to express an agreement is ambivalent, and the parties understand it in different ways, unless one of them should have been aware of the other’s understanding. Additionally, the Statute of Frauds requires a memorandum in writing signed by the party to be charged, sufficient to indicate that a contract to sell or a sale has been made between the parties and showing the quantity of goods sold or contracted to be sold.
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