Law School Case Brief
Ercanbrack v. Crandall-Walker Motor Co. - 550 P.2d 723 (Utah Sup.Ct. 1976)
It would defeat the very purpose of formal contracts to permit a party to invoke the use of words or conduct inconsistent with its terms to prove that the parties did not mean what they said, or to use such inconsistent words or conduct to demonstrate uncertainty or ambiguity where none would otherwise exist. Generally speaking, neither of the parties, nor the court has any right to ignore or modify conditions which are clearly expressed merely because it may subject one of the parties to hardship, but they must be enforced in accordance with the intention as manifested by the language used by the parties to the contract.
Plaintiff purchaser filed an action against defendant seller to recover damages for the difference between the alleged contract price and the price he was required to pay for another truck. The seller filed a motion to dismiss the complaint. The trial court (Utah) granted the motion, dismissing the complaint. The purchaser appealed. The purchaser signed a buyer order, which was also signed by one of the seller's salesman. The buyer order indicated that it was not valid unless it was signed as accepted by a sales manger or officer of the seller. When the purchaser learned that the truck had never been ordered, the seller offered to sell a truck to the purchaser at a higher price. The trial court found that the buyer order was not a valid contract, as it had not been accepted by a sales manager or officer of the seller. The purchaser argued, inter alia, that (1) the seller's failure to notify the purchaser of its nonacceptance amounted to ratification of the contract and (2) the seller was estopped to deny the agency of the salesman that signed the buyer order.
Did the trial court err when it ruled that the buyer order was not a valid contract?
In affirming the judgment, the court held that the seller's failure to notify the purchaser of its nonacceptance did not amount to ratification, as there was no evidence that the seller knew of the acts of the salesman. The evidence in the record showed that the only notification to plaintiff that the order had been accepted came from the salesman of the defendant company and not from an officer or sales manager of the company. The company could not be estopped by failing to take some positive action about a matter which the evidence showed the defendant's officer or sales manager had no knowledge. The authorities cited by plaintiff assumed that the principal knew that another had purported to act as his agent, or after receiving information that an act had been done without actual or apparent authority was not bound by that act under the law of agency unless he ratified the act. Ratification of an act about which the principal knew nothing was inherently impossible. Additionally, the buyer's order stated just above the buyer's signature that the order was not valid unless signed by the seller's sales manager or an officer of the seller's company.
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