Lucy v. Zehmer

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Lucy v. Zehmer
Court Virginia Supreme Court
Citation 196 Va. 493 (1954)
Date decided November 22, 1954

Facts

In the 1940s, Zehmer owned a large farm in Virginia that Mr. Lucy wanted to buy, and he had tried to buy for several years.

One night in December 1952 when Zehmer was drunk, Lucy and he were arguing about if Lucy could afford to buy the farm for $50,000 (roughly $570,000 in 2023 which is not a paltry sum to sound like a joke). Lucy said, "I bet you wouldn't take $50,000 for that place." Zehmer responded, "Yes I would too; you wouldn't give 50." An agreement was made and written up on the spot that the farm would be sold to Lucy for $50,000. Zehmer (using the word "we" to represent himself & his wife) signed it along with Lucy.

The next day, Mr Lucy sold 1/2 the aforesaid farm to his brother for $25,000.

Another day afterwards, Zehmer refused to sign over the farm title insisting that the contract was a joke.

Procedural History

Lucy & his brother sued the Zehmer couple in Virginia state court seeking to compel the farm sale. Lucy lost.

Issues

Is the agreement an enforceable contract, even if one party did not really mean to make an agreement?


Does mutual assent require that both parties subjectively intend for the contract's terms to bind them?

Arguments

Zehmer said he was too drunk to make an agreement. He didn't really mean to sell it; it was more of a joke.

Holding

What matters is whether the parties' words & actions reasonably indicate intent to be bound by the contract.

The Lucy & Zehmer contract is enforceable. Subjective intent of Zehmer is irrelevant.

Judgment

Reversed.

Reasons

"The mental assent of the parties is not a requisite for the formation of a contract."

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