Scott v. Moragues Lumber Co.
80 Southern Reporter 394 (1918) (1918)
Premium Feature
Subscribe to Lexplug to listen to the Case Podcast.
Rule of Law:
A contract conditioned upon the happening of an event is valid and enforceable, even if the event depends on the will of the party who later seeks to avoid the obligation. Once the party performs the conditional act, the contract becomes binding as if the condition had never been stipulated.
Facts:
- Appellant offered to charter a vessel to Appellee for a voyage from a Gulf port to Montevideo or Buenos Aires.
- This offer was conditioned upon Appellant first purchasing the vessel in question.
- Appellee accepted Appellant's conditional offer.
- After Appellee's acceptance, Appellant purchased the vessel.
- Appellant then failed to furnish the vessel to Appellee, instead chartering it to a different party or otherwise refusing to perform.
Procedural Posture:
- Appellee sued Appellant for breach of contract in the trial court.
- Appellant filed a demurrer to the complaint, which the trial court overruled.
- The case proceeded to a jury trial.
- At trial, the court refused to give the general charge requested by Appellant.
- A judgment was rendered in favor of Appellee (the plaintiff).
- Appellant (the defendant) appealed the judgment to this court.
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 contract offer, conditioned on an act within the promisor's discretion, become a binding and enforceable obligation once the promisor performs the conditional act and the promisee has already accepted the offer?
Opinions:
Majority - Sayre, J.
Yes, the contract becomes a binding and enforceable obligation. A valid contract may be conditioned upon an event that depends on the will of one party. While Appellant was not obligated to purchase the vessel, his subsequent purchase fulfilled the condition precedent. Because Appellee had already accepted the offer, the fulfillment of the condition converted the arrangement into a binding contract, with the mutual promises serving as consideration. The court reasoned that Appellant's breach excused Appellee's obligation to designate a port of delivery, as Appellant had a prior duty to notify Appellee that the vessel had been purchased and was ready.
Analysis:
This decision solidifies the principle that contracts conditioned on one party's future voluntary act are not void for lack of mutuality. It clarifies that such an agreement, often termed a 'will, wish, or want' contract, ripens into an enforceable obligation the moment the condition is met. This precedent is significant for commercial transactions, as it prevents a party from using a condition within their own control as a shield against liability after they have performed the condition and transformed the contingent agreement into a firm obligation. It reinforces that a promisor cannot escape a deal after making the very choice the deal was contingent upon.
Unlock the full brief for Scott v. Moragues Lumber Co.