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Apablasa v. Merritt & Co. - 176 Cal. App. 2d 719 (1959)


Without consent of the parties, which must be mutual, Cal. Civ. Code § 1565, no contract can exist, Cal. Civ. Code § 1550. Consent cannot be mutual unless all parties agree upon the same thing in the same sense, Cal. Civ. Code § 1580. Hence, terms proposed in an offer must be met exactly, precisely and unequivocally for its acceptance to result in the formation of a binding contract and a qualified acceptance amounts to a new proposal or counteroffer putting an end to the original offer, Cal. Civ. Code § 1585.


The genesis of the controversy is found in a series of letters growing out of defendants' interest in a device invented by plaintiff. Plaintiff Cayetano J. Apablasa, an inventor, filed a complaint for breach of contract in the Superior Court of Los Angeles County (California) against defendant merchandiser, Merritt & Company. The trial judge entered a judgment of nonsuit decreeing that there was no contract. Apablasa appealed, alleging that a contract was formed upon a series of correspondence and further, that proof of the merchandiser's conduct recognizing the existence of a contract was improperly refused.


Was there a written contract entered into, existing, or was ever executed?




The court concluded that no reasonable construction of the evidence established a binding contract between the parties, and the correspondence between the parties amounted to nothing more than preliminary written discussions of various plans directed toward evolving a practical program to produce, merchandise, and market the inventor's invention. The parties merely contemplated subsequently working out the terms of the plan and eventually reducing it to writing. Nothing in the record evidenced a meeting of the minds of the parties on any of the terms. No definite proposal resulted from the various written discussions and suggestions, and no binding contract ever came into existence. The refusal of the inventor's offer of proof of the merchandiser's conduct as recognizing the existence of a contract was proper, as it showed no more than preliminary discussions by the parties to formulate a future production plan.

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