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While a writing may be so uncertain as not to be enforceable, a perfectly definite writing may still be unenforceable because there is no mutuality of obligation.
The coal company and the lumber company entered into an agreement whereby the coal company agreed to provide all of the coal that the lumber company should want to purchase at a specified price. The coal company instituted a claim for breach of contract against the lumber company. The lumber company filed a counterclaim against the coal company, alleging that it was forced to purchase coal in the open market at a greater than contract price. The coal company filed a demurrer to the counterclaim, but the trial court overruled the demurrer. The coal company appealed.
Did the trial court correctly overrule the demurrer filed by the coal company to the lumber company’s counterclaim?
On appeal, the court reversed the order of the trial court. The alleged contract was unenforceable for lack of mutuality of obligation. While the contract obligated the coal company to furnish all of the coal requested by the lumber company, the lumber company had no corresponding obligation to purchase a certain amount of coal.