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To form a binding contract, there must be a clear and definite acceptance of all terms contained in the offer. It must appear that the party to whom the offer is made accepts such offer and communicates such acceptance to the person making the offer. The mode of expressing assent is inconsequential so long as it effectively makes known to the offeror that his offer has been accepted. An offeree's acceptance of an offer may be inferred by his acts or conduct.
Appellee Hollywood Fantasy Corporation was briefly in the business of providing "fantasy vacation" packages that would allow participants to "make a movie" with a Hollywood personality and imagine themselves movie stars, for one week, for a fee. In May 1991, Hollywood Fantasy planned to offer its second fantasy vacation package, in San Antonio, Texas. Hollywood Fantasy arranged to have Zsa Zsa Gabor as one of two celebrities at the event. Two weeks before the fantasy vacation event, Ms. Gabor cancelled her appearance. A short time later, Hollywood Fantasy cancelled the vacation event, to which it had sold only two tickets. A short time after that, Hollywood Fantasy went out of business. Hollywood Fantasy sued Ms. Gabor for breach of contract and fraud. After the trial judge found that Ms. Gabor and Hollywood Fantasy had reached a contract, the jury found that Ms. Gabor had breached that contract. The jury awarded Hollywood Fantasy $100,000 for the breach, as well as $100,000 for fraud. The District Court set aside the jury's fraud verdict for lack of evidence and entered judgment in favor of Hollywood Fantasy for $100,000 on the breach of contract claim, plus attorneys' fees and post-judgment interest. Ms. Gabor appealed. She argued (1) the parties did not reach a contract, (2) the jury's finding that appellant did not effectively exercise the cancellation clause was against the weight of the evidence, and (3) the jury's award of damages for breach of contract was not supported by competent evidence and was speculative.
Did a binding contract exist between the parties?
The Court held that a binding contract existed between the parties. Substantial evidence existed to support the jury's finding that Gabor did not cancel the contract because of a significant acting opportunity. But the $100,000 damages award could not be supported as the recovery of lost profits. The Court reversed in part, because the evidence disclosed in the record did not support compensatory damages beyond $57,500. The court affirmed otherwise.