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A sale is a consensual transaction. The subject matter that passes is to be determined by the intent of the parties as revealed by the terms of their agreement in light of the surrounding circumstances. The objective manifestation theory of contracts lays stress on the outward manifestation of assent made by each party to the other. The subjective intention of the parties is irrelevant. A contract has, strictly speaking, nothing to do with the personal, or individual, intent of the parties. A contract is an obligation attached by the mere force of law to certain acts of the parties, usually words, which ordinarily accompany and represent a known intent. If, however, it were proved by twenty bishops that either party, when he used the words, intended something else than the usual meaning that the law imposes, he would still be held, unless there were some mutual mistake or similar factor.
Petitioners, Mr. and Mrs. Mitchell, are the proprietors of a small secondhand store. On August 12, 1978, the Mitchells attended Alexander's Auction, where they frequently had shopped to obtain merchandise for their own use and for use as inventory in their business. At the auction the Mitchells purchased a used safe with an inside compartment for $ 50. As they were told by the auctioneer when they purchased the safe, the Mitchells found that the inside compartment of the safe was locked. The safe was part of the Sumstad Estate. Several days after the auction, the Mitchells took the safe to a locksmith to have the locked compartment opened. The locksmith found $ 32,207 inside. The Everett Police Department, notified by the locksmith, impounded the money. The City of Everett commenced an interpleader action against the Sumstad Estate and the Mitchells to determine who is entitled to a sum of money found in the safe. Both the Estate and the Mitchells moved for summary judgment. The trial court entered summary judgment in favor of the Estate. The Court of Appeals affirmed.
Was there a sale of the safe and its unknown contents at the auction?
The court held that the Sumstad Estate had entrusted the safe and its contents to the auctioneer who sold them in the ordinary course of business pursuant to Wash. Rev. Code § 62A.2-402(2), (2) the undisputed affidavits in the case made clear that the objective intent of the auctioneer had been to sell the safe and its contents and that the parties had mutually assented to such a sale of both the safe and its contents, and therefore summary judgment for the estate was improper, requiring reversal to enter summary judgment for the Mitchells.