Omni Group, Inc. v. Seattle First National Bank
- P offered D $2k/acre for 52 acres of land.
- D accepted the offer. The transaction was subject to P receiving an engineer's and architect's feasibility report.
- If the report was satisfactory to P, P would notify seller in writing. If nothing was sent, sale would be void.
- After the report was done, P and D met to discuss terms and an agreement was reached.
- Later, D refused to proceed with the sale.
- Lower court found for D.
- Reversed on appeal, found for P.
- Is a contract with a personal satisfaction clause still enforceable even though the promisor is under no real obligation to perform any action?
- Contracts with personal satisfaction clauses are enforceable because the promisor has an implied obligation to exercise its personal satisfaction power in good faith.
- The promisor's duty to exercise his judgment in good faith is an adequate consideration to support the contract.
- P was required to notify the D of its acceptance if the feasibility report was "satisfactory". (determination of "satisfactory" is bound to good faith analysis of the reports)
- A limitation in a contract on a buyer's duty to follow through based upon personal satisfaction is still valid consideration as long as the limitation is not so great as to make the buyer's own promise illusory.