The mutual assent which is the essential feature of every contract is crystallized when there is a knowing and sufficient acceptance to a certain and definite offer.
Appellant subcontractor sold concrete to appellee general contractor in connection with the award to the general contractor of a building contract. The subcontractor had written to the general contractor and other project bidders pre-contract award, stating it would provide concrete throughout the project at a fixed price per yard. Mid-project, the subcontractor notified the general contractor of a new and higher price per yard, after which the general contractor stopped buying from the subcontractor. The subcontractor sued the general contractor for damages in general assumpsit, and the general contractor counterclaimed for breach of contract. The trial court found for the general contractor and entered judgment on its counterclaim and the subcontractor sought review. The court granted a writ of certiorari to determine the existence of a contract for the sale of goods.
Was there a valid contract?
The court found that appellant subcontractor's letter constituted an offer and that appellee's actions demonstrated acceptance. Therefore, under Uniform Commercial Code § 2-301, the parties had the obligations of delivery and payment in accordance with a valid contract. The court remanded for the trial court's determination on appellant's asserted statute of frauds defense.