Lucy v. Zehmer
196 Va. 493 · 1954
Facts
W. O. Lucy sought to purchase the Ferguson farm from A. H. Zehmer for $50,000. On December 20, 1952, at Zehmer's restaurant, after several drinks, Lucy and Zehmer discussed the sale. Zehmer wrote an agreement on a restaurant check, stating, "We hereby agree to sell to W. O. Lucy the Ferguson Farm complete for $50,000.00, title satisfactory to buyer," and both A. H. Zehmer and his wife, Ida S. Zehmer, signed it. Lucy took the signed agreement, offered $5 to bind the bargain (which Zehmer refused), and left insisting he had purchased the farm. Zehmer later claimed he was jesting and that the transaction was a joke, with no intention of selling. Lucy subsequently arranged with his brother for a half interest, hired an attorney to examine the title, and upon a favorable report, wrote to Zehmer stating he was ready to pay, but Zehmer replied asserting he had never agreed or intended to sell.
Procedural history
This suit was instituted by W. O. Lucy and J. C. Lucy against A. H. Zehmer and Ida S. Zehmer for specific performance of a contract. The lower court entered a decree holding that the complainants failed to establish their right to specific performance and dismissed their bill. The complainants appealed this action to the present court.
Issue
Was there a valid and enforceable contract for the sale of the Ferguson farm, despite the seller's claim that he was jesting and had no secret intention to sell, when his outward actions indicated serious intent and the buyer reasonably believed it to be a serious transaction?
Holding
Yes, there was a valid and enforceable contract. The court reversed the lower court's decision and remanded the case for specific performance, finding that the Zehmers' outward actions created a binding agreement.
Rule
The formation of a contract is judged by the outward expression of a person's intention, not their secret and unexpressed intention. The law imputes to a person an intention corresponding to the reasonable meaning of their words and acts. If words and acts, judged by a reasonable standard, manifest an intention to agree, it is immaterial what the real but unexpressed state of mind may be. A person cannot claim they were merely jesting when their conduct and words would warrant a reasonable person in believing they intended a real agreement, and intoxication is not a defense if the person was still able to comprehend the nature and consequences of their actions.
Read the full opinion on CourtListener
Case brief last reviewed . Prepared by CaseReader from the published opinion.