P was a broker who helped in facilitating mergers between corporations. P communicated with Bush Hog about the possibility of a merger with a larger company.
Bush Hog was interested in the merger, but talks broke down. P later approached Bush Hog with another merger opportunity; it failed as well.
P learned that D was looking for a merger. P found an ad in the WSJ saying that D was interested in a merger and "Brokers fully protected".
P hooked up Bush Hog with D, the two companies negotiated without the help of P, and the merger went though.
P sued Bush Hog and D for broker's commission; judgment was entered against Bush Hog for P in the amount of $125k. However, jury ruled for D over P in answering the question "Did P in fact rely on D's ad in submitting the name of Bush-Hog to D?"
The jury instruction said that the creation of the contract between P and D depended on if the P was consciously and intentionally acting for the purpose of fulfilling the terms of the advertisement. (must find subjective reliance)
Procedural History:
Lower court found for D.
DE Supreme Court reversed, jury instruction bad, found for P, contract valid.
Issues:
Does the intent of a offeree in a performance only offer have any bearing on whether the acceptance of the offer is valid?
Holding/Rule:
The intent of the offeree in a performance only offer has no bearing on whether the acceptance of the offer is valid.
An offer that invites an acceptance by performance will be deemed accepted by such performance unless there is a manifestation of intention to the contrary.
Reasoning:
It is basic that overt manifestation of assent, not subjective intent, controls the formation of a contract. Motive in the manifestation of intent is immaterial.
A unilateral contract may be enforceable when the promisor has received the desired service even though the service was primarily motivated by a reason other than the offer.
It follows that a unilateral contract may arise even though at the time of performance, the offeree did not rely subjectively upon (was not primarily motivated by) the offer.
An offer that invites an acceptance by performance will be deemed accepted by such performance unless there is a manifestation of intention to the contrary.
P knew of the offer at the time of performance and, indeed, did perform.
Dissent:
None.
Notes:
"A unilateral contract may be enforceable when the promisor has received the desired service even though the service was primarily motivated by a reason other than the offer. The motivating causes of human action are always complex and are frequently not clearly thought out or expressed by the actor himself. This being true, it is desirable that not much weight should be given to the motives of an offeree."
