Lingenfelder v. Wainwright Brewing Co.
103 Mo. 578 (1890)
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Rule of Law:
A promise to pay a party additional compensation to perform a duty that they are already obligated to perform under an existing contract is unenforceable for lack of consideration.
Facts:
- Edmund Jungenfeld, an architect, entered into a contract with Wainwright Brewery Company to design plans and superintend the construction of brewery buildings for a commission of 5% on their cost.
- The contract for the brewery's refrigeration plant was not included in Jungenfeld's architectural agreement.
- Jungenfeld was the president of Empire Refrigerating Company, a competitor of the De La Vergne Ice Machine Company.
- Against Jungenfeld's wishes, Wainwright awarded the contract for the refrigeration plant to the De La Vergne Company.
- Upon learning this, Jungenfeld quit the project, taking his plans and notifying Wainwright that he would have nothing more to do with the brewery.
- To avoid costly delays, Wainwright promised to pay Jungenfeld an additional 5% commission on the cost of the De La Vergne refrigeration plant if Jungenfeld would resume his duties.
- Jungenfeld accepted this offer and completed his work as the superintending architect for the brewery.
- Jungenfeld never claimed that Wainwright had broken their original contract or violated any of his legal rights.
Procedural Posture:
- The executors of Jungenfeld's estate (plaintiffs) sued Wainwright Brewery Co. (defendant) for payment, including the disputed commission.
- The case was referred to a referee, who found that the promise to pay the extra commission was without consideration and recommended it not be allowed.
- Plaintiffs filed exceptions to the referee's report in the St. Louis circuit court (trial court).
- The circuit court sustained the plaintiffs' exception regarding the commission, holding that the defendant's promise was enforceable and entered a judgment for the plaintiffs.
- Wainwright Brewery Co. (appellant) appealed the circuit court's decision to the Supreme Court of Missouri, Division Two.
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Issue:
Is a promise to pay additional compensation for the performance of a pre-existing contractual duty enforceable when the promisee has provided no new consideration?
Opinions:
Majority - Gantt, P. J.
No. A promise to pay a party for doing that which they are already contractually obligated to do is without consideration and therefore unenforceable. Jungenfeld was already bound by his contract to design and supervise the brewery's construction. The new promise from Wainwright did not require Jungenfeld to do anything more than or different from his obligations under the original contract. He merely took advantage of Wainwright's necessities to extort an additional payment. To enforce such a promise would be to reward bad faith and encourage the violation of contracts. The court held that when a party merely does what they have already obligated themselves to do, they cannot demand additional compensation, and any promise for such extra payment is a 'nudum pactum' (a bare promise) that the law will not enforce.
Analysis:
This case is a classic illustration and strong affirmation of the pre-existing duty rule in contract law. The court's decision reinforces the principle that consideration must involve a new legal detriment or benefit, not merely the performance of an existing obligation. This precedent serves to discourage 'hold-up' situations where one party threatens to breach a contract to extort more favorable terms from the other party who is in a vulnerable position. The ruling clarifies that a contract modification requires new, independent consideration to be enforceable, thereby promoting stability and predictability in contractual relationships.
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