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Office Pavilion S. Fla., Inc. v. ASAL Prods., Inc. - 849 So. 2d 367 (Fla. Dist. Ct. App. 2003)


In a contract where the parties exchange promises of performance, if either of those promises is illusory or unenforceable then there is no consideration for the other promise. If, one of the promises appears on its face to be so insubstantial as to impose no obligation at all on the promisor, such as where the promisor says "I will if I want to," then that promise may be characterized as an illusory promise. An illusory promise does not constitute consideration for the other promise, and thus the contract is unenforceable against either party.


ASAL Products, Inc., an office supply wholesaler, sued Office Pavilion, an office supply company, for breach of a contract to supply chairs. Office Pavilion contended that the contract was unenforceable, as it was not supported by consideration and was indefinite. The trial court denied all motions directed to the enforceability of the contract, and after trial, the jury returned a substantial verdict in favor of ASAL. Office Pavilion appealed, challenging denial of its directed verdict motion and contending that the chair contract at issue was legally unenforceable for lack of consideration.


Was a contract to supply office chairs legally unenforceable for lack of consideration and indefiniteness?




The Court of Appeal of Florida reversed the judgment and ruled in favor of supplier Office Pavilion. The Court agreed with the supplier that the chair contract between the parties was legally unenforceable for lack of consideration. The Court held that while a prior contract for keyboards obligated  wholesaler ASAL to purchase a minimum of 1,000 keyboards a year, there was no minimum quantity term for the chairs. Essentially, the supplier agreed to fill orders as made by wholesaler, but the latter had no obligation to place any orders at all. While the wholesaler may have agreed, its acceptance involved no promised performance and therefore did not constitute consideration. The wholesaler argued that mutuality of obligation was unnecessary, where other consideration was present in the contract; yet, it failed to point to any other consideration. Without the ensuing quantity term or price term, however, the promise was illusory. Finally, the supplier did not admit to an enforceable contract with respect to the sale of chairs and did not admit to any quantity of chairs governed by the contract. Therefore, the contract was unenforceable. Because the chair contract was illusory and unenforceable, and supplier Office Pavilion did not breach the keyboard contract, the trial court erred in denying Office Pavilion's motion for directed verdict. 


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