P met with D at D's place of business to inquire about buying land from him.
D had a few drinks, some with P.
D agreed to sell the land to P for $50k but was thinking in his head that the entire deal was in jest.
P delivered the money and asked for the deed. The D refused to honor the agreement.
P sued D for breach of contract.
Procedural History:
Lower court found for D.
VA Supreme Court reversed, found for P, contract valid.
Issues:
Is mental assent of the parties necessary for the formation of a contract?
Holding/Rule:
The mental assent of the parties is not requisite for the formation of a contract.
If the words or other acts of one of the parties have but one reasonable meaning, his undisclosed intention is immaterial except when the other party is aware of the unreasonable intentions of the other party.
Reasoning:
D's counsel conceded that D was not too drunk to make a valid contract.
P did not understand the transaction to be a joke, but as a serious business transaction that would be binding on both parties.
D never told P the deal was a joke until after the execution of the contract.
This was a good faith offer and good faith acceptance.
