Lucy v. Zehmer
196 Va. 493 · Supreme Court of Virginia · 1954
Facts
W. O. Lucy sought specific performance of a contract to purchase the Ferguson Farm from A. H. Zehmer and his wife for $50,000. The agreement was written and signed by both Zehmers at Zehmer's restaurant after several drinks, but Zehmer later claimed he was jesting and intoxicated, and had no serious intent to sell. Lucy, however, believed it was a serious transaction and took steps to finalize the purchase.
Procedural history
W. O. Lucy and J. C. Lucy, complainants, instituted a suit against A. H. Zehmer and Ida S. Zehmer for specific performance of a contract. The lower court entered a decree holding that the complainants failed to establish their right to specific performance and dismissed their bill. The complainants appealed this action, and the current court reversed the lower court's decree and remanded the cause for entry of a proper decree requiring specific performance.
Issue
Was there a valid and enforceable contract for the sale of the farm, despite the seller's claim that he was jesting and intoxicated, when his outward actions indicated a serious intent to sell?
Holding
Yes, the court held that a valid contract existed and reversed the lower court's decision, ordering specific performance. The court found that Zehmer's outward expressions and conduct would lead a reasonable person to believe a serious agreement was intended, regardless of his secret, unexpressed intention.
Rule
The formation of a contract is judged by the objective outward expression of a party's intention, rather than their secret and unexpressed intention. If words and acts, judged by a reasonable standard, manifest an intention to agree, a binding contract exists, even if one party was merely jesting internally.
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