Yes, they made a legally binding deal for 21 computers. The court explained that in the business world, what you do is more important than what you are secretly thinking. The manager signed a letter that very clearly said '21 computers.' Signing that letter was a clear, outward signal that the company agreed to the deal. You can't sign a contract and then get out of it by saying, 'Oh, I didn't really mean it.' Because the letter included the most important details—who was buying, who was selling, what they were buying, and how many—it was a valid contract.

Yes, Computer Network and Purcell really did agree to a deal for twenty-one computers. We think the first court was right. The letter they both signed on February 23, 1984, was a real agreement. It said how many computers, how much they cost, and when they would be bought. It doesn't matter if Purcell secretly didn't want to buy all 21 - they signed the letter saying they would. Also, they bought and paid for 9 computers, which shows they knew about the deal. Even though the letter didn't say every little detail about the sale, it said enough of the important stuff to be a real agreement. The law doesn't require every tiny detail to be written down for a deal to count. We don't agree with Purcell's reasons for saying there wasn't a real deal. We think there's enough proof that there was a deal, and the first court didn't make any mistakes when they decided this.

Yes, the letter constitutes an enforceable contract. Under the Uniform Commercial Code, the formation of a contract for the sale of goods is judged by the objective theory of assent, which focuses on the outward manifestations of the parties' intent rather than their unexpressed, subjective thoughts. Chapman's act of signing a letter that clearly and explicitly stated a quantity of 'twenty-one (21) IBM PC's' was an objective manifestation of Purcell's agreement to that term. A party who signs a document is charged with knowledge of its contents and cannot later escape its obligations by claiming a secret, contrary intention. The contract does not fail for indefiniteness under UCC § 2-204(3) because the letter contained the essential terms—parties, subject matter, price per unit, and quantity—providing a reasonably certain basis for the court to grant a remedy. The parties' subsequent conduct, where Purcell accepted and paid for nine computers, further demonstrated their belief that a contract existed.

Yes, there was a legally binding contract for the sale of twenty-one IBM personal computers between Computer Network, Ltd. and Purcell Tire & Rubber Company. We affirm the trial court's decision because the February 23, 1984 letter signed by both parties constituted a valid and enforceable contract under the Uniform Commercial Code. The letter contained all the material and essential terms for a binding agreement, including the parties, quantity, price, and timeframe. The objective manifestation of mutual assent is present in the signed document, regardless of any subjective intentions. The contract is not rendered ambiguous or indefinite by the omission of certain details, as the UCC does not require all terms to be explicitly stated for a contract to be enforceable. The subsequent conduct of the parties, particularly Purcell's acceptance and payment for nine computers, further supports the existence of a contract. We reject Purcell's arguments regarding lack of mutual assent, ambiguity, and the admissibility of parol evidence to negate the contract's existence. The trial court's judgment is supported by substantial evidence, is not contrary to the weight of the evidence, and does not erroneously apply or declare the law.

Computer Network, Ltd. v. Purcell Tire & Rubber Co.

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