Ingrassia Const. Co., Inc. v. Walsh
486 A.2d 478, 1984 Pa. Super. LEXIS 7222, 337 Pa. Super. 58 (1984)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
A contract is formed based on the parties' objective, outward manifestations of assent, not their subjective, undisclosed intentions. The absence of agreement on all terms or a signed writing does not prevent contract formation if the parties' conduct and the surrounding circumstances demonstrate a mutual intention to be bound, with missing terms supplied by industry custom or legal presumptions.
Facts:
- Ingrassia Construction Company, Inc. was the general contractor for a library construction project.
- On March 16, 1977, Ingrassia received a telephone bid from Walsh Steel Service Company for steel and wire mesh work, which included a price and delineated certain duties.
- Between March and June 1977, representatives for Ingrassia and Walsh communicated by phone, during which Ingrassia's agent testified they reached an oral agreement based on the March 16th bid.
- Walsh testified that they agreed on some but not all matters, with payment terms and responsibility for supplying certain equipment remaining unresolved.
- The parties subsequently exchanged written proposals containing differing terms, but neither party signed the other's proposal.
- On July 12, 1977, at Walsh's behest, an employee of Walsh went to the construction site to begin work.
- An on-site dispute immediately arose over whether Ingrassia or Walsh was responsible for providing equipment called 'standees.'
- As a result of this dispute, Walsh refused to perform any work on the project.
Procedural Posture:
- Ingrassia Construction Company, Inc. filed a lawsuit against Walsh Steel Service Company in the Court of Common Pleas of Monroe County, a state trial court.
- The case proceeded to a jury trial.
- The jury returned a verdict in favor of Ingrassia in the amount of $12,750.
- Walsh filed a Motion for Judgment N.O.V. (notwithstanding the verdict), asking the trial judge to overturn the jury's verdict.
- The trial court denied Walsh's Motion for Judgment N.O.V.
- Walsh, as appellant, appealed the trial court's denial to the Superior Court of Pennsylvania, an intermediate appellate court, with Ingrassia as the appellee.
Premium Content
Subscribe to Lexplug to view the complete brief
You're viewing a preview with Rule of Law, Facts, and Procedural Posture
Issue:
Does a legally enforceable contract exist when the parties' objective actions manifest an intent to be bound, even if they have subjective disagreements about certain terms and have not signed a formal written agreement?
Opinions:
Majority - Cavanaugh, J.
Yes, a legally enforceable contract exists. The formation of a contract depends on the outward and objective manifestations of assent, not on a subjective 'meeting of the minds.' A reasonable jury could find that Walsh's conduct, particularly sending a worker to the construction site to commence work, objectively signaled an intent to be bound by an agreement. The jury was free to conclude that an oral contract was formed during the telephone negotiations or that a contract implied-in-fact arose from the parties' course of dealing. Indefinite or missing terms, such as who was to supply the 'standees' or the terms of payment, do not necessarily prevent contract formation as they can be supplied by evidence of trade usage or by legal presumptions, such as payment being due upon completion.
Concurring - Wieand, J.
Concurred in the result without a written opinion.
Analysis:
This case strongly affirms the objective theory of contract formation, prioritizing the parties' observable actions over their secret intentions. It diminishes the importance of a formal, signed writing when conduct otherwise demonstrates an intent to form a contract. The decision empowers juries to find the existence of a contract based on the totality of the circumstances, including oral discussions and subsequent actions like partial performance. This precedent reinforces the utility of 'gap-fillers,' such as industry custom and implied legal terms, to save agreements that might otherwise be deemed too indefinite to enforce, thereby promoting commercial certainty.
