Case: Parties


Embry v Hargadine, McKittrick Dry Goods Co. (1907) Plaintiff - (appellant) - Embry Defendant - (appellee) - Hargadine, McKittrick Dry Goods Co.

Procedural History: Trial court found for defendant, plaintiff appeals. Problem with jury instructions - to find that both parties intended to make contract. Found that def did not intent to contract. Facts: Embry was working for defendant company. His employment contract was ending Dec 15, 1903. He met with the President on Dec 23, and told him if could not get a contract renewal for the next year he would quit. President said, "Go ahead, you're all right; get your men out and don’t let that worry you." A few months later he was fired, and sued for breach of contract. Trial Court found for Defendant on the grounds that formation of a contract was dependant on whether the parties intended (subjective) to enter into one. Issue: Was the trial court correct in determining that no contract was breached because there was no subjective intent to contract even though one party objectively expressed his intent? Holding: Judgment reversed and remanded. objective intent. There was a contract because of

Reasoning: there must be a meeting of the minds of both parties for there to be a contract, and both must agree to the same thing in the same sense. The subjective intent of the parties (the inner intention) cannot either create a contract nor stop one from forming. It is the actual words used (the objective intent) that determines whether a contract was made or not. So, meeting of the minds that is essential to form a contract is not determined by the secret (subjective) intent of the parties, but by their expressed (objective) intent. What the President said may not have been intended to create a contract, but the the actual words he used "Go ahead, you're all right; get your men out and don’t let that worry you," in the context of their conversation, would to any reasonable man be understood as a contract. RULE: Notes Intent to contract not necessary - expressed actions form the contract. Trial court jury - instruction added the element that there has to be an intent to contract, so we don’t know what the jury believed. What's important is manifestation; it controls whether a contract was formed or not. Intention is not relevant. Defendant in a rush and brushed him off, didn’t intent to contract. But to a reasonable person, in the context of the conversation, it was a contract, even if def didn’t intend it. Contract formation is based on objective intent, not subjective intent.