Cardware Company, a family business that the Cardigans run, has earned the reputation of a reliable sweater designer manufacturing for a wide range of customers. The organization has ties in the fashion industry network owing to Camille, the company’s business consultant, and the mother of the family. One day Camille ordered a limited number of items with Cardigan’s signature on them from Sonya, Seamstress owner for Shazam, a leading manufacturer in the local clothing industry. However, after all the agreements were made, Camille refused to accept the ready-made product and pay for the work in due time. Now, Sonya demands compliance with the contract’s term.
The primary issue to solve in this case is if the contract concluded was valid. The offer is considered a legal deal when it incorporates all the essential elements, which are agreement, consideration, specific parties (one or more persons), and a lawful activity purpose (Miller, 2015, p. 152). The presence of all the elements necessary becomes the ground for recognizing that a contract took place, which admits its legal force and the occurrence of legal consequences.
For the participants to reach an agreement and enter into a contract, one party needs to make an offer and the other to accept it. First, an offeree and an offeror are determined: Camille, the offeror, asked Sonya, the offeree, to manufacture sweater and matching hat sets for CARDWARE Inc. Second, the parties are known to agree on some conditions, as a particular amount, material, and color were chosen, and Sonya did not dispute pricing. Additionally, there is acceptance, for Sonya confirmed her readiness to complete the order by the time. When an offer is made orally without specifying a time for acceptance, the contract is deemed to have been concluded if the other party declares its acceptance (Emanuel, 2015). That expresses clearly enough the intention of the offeree to achieve an agreement with the offeror.
However, Camille, the offeror, does not truly demonstrate her intent to enter into contractual relationships. It is stated that the parties’ intent is crucial in concluding a contract (Miller, 2015). Therefore, the court would there be a dispute, may consider that the discussion the two persons had cannot be a valid contract but a preliminary agreement because of some missing parts of an offer. First of all, the delivery time is left open during the discussion. Second, there are no assurances in a writing form to prove that the offer will be open for a certain period necessary for sales and lease contracts. Moreover, it is said in the case that “Camille’s plan was to sell each set for $300”. The word ‘plan’ also signalizes the vague future intent.
Third, the subject contract is supported by adequate consideration, for it was clearly stated that each article’s price would be $100. Moreover, the consideration could be counted valuable by the court if the case will be filed (Emanuel, 2015). One more aspect, which should not be missing, is that Camille did not make the down payment of 25% as it was evidently accustomed to in previous dealings. Common law has an ancient principle that consideration is the primary evidence of the parties’ desire to be bound by a contract. There is no evidence that Camille promised to make the down payment. Therefore, Sonya’s promise to produce the goods was one-sided, as an offeror has not done anything in return. However, if there was an advance payment based on a promise, a court could enforce the offer. In this regard, the contract between Camille and Shazam may be proclaimed invalid.
It leaves thinking that the subject contract is not the first for both parties and that they have made these types of arrangements before. Thus, the parties’ previous contract terms could be automatically accepted as applied to the new one and may clarify the issue. Additionally, a misunderstanding happened while discussing the deal due to poor communication: Sonya answered her mobile during the discussion and did not inquire about order confirmation and the down payment. It is stated that “no contract will be formed if the parties each have a different subjective belief about a term of the contract” on the premises of misunderstanding (Emanuel, 2015, p.59). Consequently, resting on the fact that two parties failed to come to an actual agreement, the court may declare a contract not concluded. The existence of a sealed contract agreed on previously, however, may influence and clarify the issue.
Nevertheless, Sonya cannot be successful in suing against CARDWARE Inc., for Camille has never mentioned that she acted on behalf of the company. None of the CARDWARE organization officials was involved in the contract process. It is outlined that Camille is the business consultant, and there is also no proof that she had a contractual capacity to enter into a contract (Lande, 2017). Sonya could initiate a lawsuit against Camille mentioning quasi-contract, but there is no implication of Camille enriching unjustly by not paying Sonya even if there was “a reasonable expectation to get payed” (Miller, 2015, p. 243). As a result, Sonya suffered a loss but hardly ever could get compensation for that from Camille, who did not benefit from quasi-contract. Considering the foregoing, Sonya cannot be recommended to start a dispute against CARDWARE, for there is no valid contract, and requirements for quasi-contract cannot also be met.
References
Emanuel, S. (2015). Contracts. Wolters Kluwer Law & Business.
Lande, S. (2017). This Is What Being a Management Consultant Actually Means. The Muse. Web.
Miller, R. L. (2015). Fundamentals of business law today: Summarized cases (10th ed.). Cengage Learning.