196 Va. 493, 84 S.E.2d 516
Facts: December 1952, Defendant Zehmer wrote a contract on the back of a guest check to sell his farm for $50,000 to Plaintiff Lucy. Defendant claimed he was joking, the two men had been drinking.
Lucy claimed he was not intoxicated and offered $5 to ensure the bargain was binding and the Defendant refused. A waitress testified that the Defendant said he was joking. Defendant claimed he told Plaintiff he was joking right after the contract was made. Defendant’s attorneys admitted that he wasn’t too drunk to make a contract.
Lucy went out and got his brother to put half of the money and took it to Zehmer. Zehmer said he was joking and Lucy brought suit for specific performance when Defendant refused to complete the transaction. Issue:Does a valid contract exist?
Rule:In determining whether a party has made a valid offer, the words and actions of the party are interpreted according to a reasonable person standard. If the words or acts of one of the parties have but one reasonable meaning, his undisclosed intention is immaterial except when an unreasonable meaning which he attaches to his manifestations is known to the other party. Analysis:The court looks to the objective, expression of a person and not to their secret and unexpressed subjective intent. The test is whether a reasonable person would conclude that the party’s words and actions constituted an offer. In this case Zehmer’s actions and words could be reasonably interpreted by Lucy as an offer to sell the farm. The men discussed the matter for over forty minutes and both Zehmer and his wife signed the agreement. Conclusion:Yes. Reverse and remanded.
The evidence showed the Plaintiff was warranted in believing the contract represented a serious business transaction and a good faith sale and purchase of the farm.
A person cannot say he was joking when his words and conduct would result in a reasonable person believing it was a valid agreement....