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Carr v. Hoosier Photo Supplies, Inc. - 441 N.E.2d 450 (Ind. 1982)

Rule:

There must be mutual assent or a meeting of the minds on all essential elements or terms in order to form a binding contract. However, ordinarily no more is meant by this than that an expression or manifestation of mutual assent, as an objective thing, is necessary. For a contract to be binding, the parties must have a distinct and common intention which is to be applied, however, in determining whether the parties possessed the necessary intention to contract. This means that the manifestation of a party's intention, rather than the actual or real intention, is ordinarily controlling.

Facts:

In the late spring or early summer of 1970, Paintiff Carr purchased some Kodak film from a retailer not a party to this action, including four rolls of Kodak Ektachrome-X 135 slide film that are the subject matter of this dispute. During the month of August, 1970, Carr and his family vacationed in Europe. Using his own camera Carr took a great many photographs of the sites they saw, using among others the four rolls of film referred to earlier. Upon their return to the United States, Carr took a total of 18 rolls of exposed film to defendant Hoosier Photo Supplies to be developed. The boxes of the films contained a notice that replacement, the sale, processing, or other handling of this film for any purpose is without other warranty of liability. Only 14 of the rolls were returned to Carr after processing. All efforts to find the missing rolls or the pictures developed from them were unsuccessful. It was later stipulated that the four rolls of film were lost by either Hoosier or Kodak. Litigation commenced when the parties were unable to negotiate a settlement. Hoosier and Kodak challenged the trial court's judgment that awarded Carr $1013.60 for film that Carr hoped to have developed, but Hoosier and Kodak lost, so they sought further appellate review.

Issue:

Did Carr’s act of bringing his film to Hoosier manifest an assent to the terms of the contract?

Answer:

Yes

Conclusion:

The court held that the wording of the limitation of Hoosier and Kodak’s liability clause in the contract was not ambiguous, and the wording on the limitation clearly reflected that Hoosier acted on behalf of Kodak and covered Kodak within the limitation of liability. The court noted that Carr admitted to knowing and generally understanding the limitation clauses and by profession was an attorney with a general understanding of such limitations. The court held that Carr’s act of bring his film to Hoosier with his level of understanding of the terms of the contract manifested his assent to those terms. The appellate court then vacated the judgment that awarded damages to Carr and remanded because the action concerned a contract for bailment and was not governed by the Uniform Commercial Code. Hoosier, as processor that acted in the capacity of defendant Kodak's agent and both were included in the limitations clause. Defendants' acts manifested an assent to the terms of the contract.

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