Oswald v. Allen

417 F.2d 43 (2d Cir. 1969)



The note or memorandum must be such that, standing alone, it completely represents an acknowledgement or admission of the party of the existence of an agreement, promise or undertaking which obligated him to pay or perform as alleged. 


A coin collection purchaser filed a complaint against a coin collection seller, alleging that a contract had been formed for the sale of a Swiss coin collection. Several letters were presented in court to rove the claim. The trial court found that the coin collection purchaser thought the offer was for all of the Swiss coins, while the coin collection seller thought she was selling only a specific coin collection and not the Swiss coins in another collection also. Thus, the court concluded that a no contract existed for the sale because the minds of the parties had not met. The case was appealed to the United States Court of Appeals.


Was there a valid contract?




The Court held that no contract existed for the sale of the coins was upheld because the letter from defendant to plaintiff failed to fulfill the first and third requirements for a valid contract, as set forth in the Uniform Commercial Code: to evidence the existence of a contract, and to specify a quantity. The Court also noted that letters or other writings could be used to check for the agreed-upon terms but these writings must be connected either expressly or by the internal evidence of subject-matter and occasion. 

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