Three-Seventy Leasing Corp. v. Ampex Corp.
528 F.2d 993 (5th Cir. 1976)
FACTS:
-Joyce formed Three-Seventy Leasing Corp. (P) to purchase computer software from manufacturers for lease to its customers.
-Joyce, on behalf of Three-Seventy Leasing (P), engaged in discussions with Kays, on behalf of Ampex Corp. (D), to purchase computer equipment from the defendant.
-At a meeting involving Joyce, Kays, and Kays' superior at Ampex (D), Joyce was informed that Ampex (D) could sell Three-Seventy Leasing (P) computer equipment only if Three-Seventy Leasing (P) passed the defendant's credit requirements.
-At approximately the same time, Joyce secured a verbal commitment from a customer to lease six Ampex (D) computer core memories.
-Thereafter, Kays' superior directed Kays to extend a written contract offer to Joyce providing for the sale of six computer core memories at $100,000 each, with a down payment of $150,000 and the understanding that the equipment would be leased to Joyce's customer. The contract included space for the signature of representatives of Three- Seventy Leasing (P) and Ampex (D).
-Although Joyce executed the document on behalf of Three- Seventy Leasing (P), no Ampex (D) representative ever signed the contract.
-The plaintiff sued Ampex (D) for breach of contract, arguing that the contract was an offer to sell that was accepted upon Joyce's signature.
-Ampex (D) argues that the document was merely a solicitation and that the signed document constituted an offer to purchase that Ampex (D) did not accept.
-The district court concluded that the document was an enforceable contract without determining whether it was an offer to sell or a solicitation.
ISSUE
-Does an agent have apparent authority sufficient to bind a principal if the principal's acts would lead a reasonably prudent person to suppose that the agent had the authority he purports to exercise?
RATIONALE:
-Plaintiff buyer brought an action against defendant seller for breach of a contract to sell computer core memories.
-Plaintiff challenged the district court's determination of damages and its award of costs to defendant, who challenged the determination that an enforceable contract existed.
-The court affirmed the judgment in part because there was sufficient evidence to support the district court's finding of an enforceable contract and that the terms of that contract precluded recovery of the type of lost profits.
-The court concluded that a salesman had apparent authority to accept plaintiff's offer on behalf of defendant and that a letter could reasonably be interpreted to be an acceptance.
-The court further concluded that the letter could reasonably have been interpreted as a promise to ship the core memories.
-The court found that the limitation on consequential damages found in the contract was valid and precluded the recovery of damages for lost profits by plaintiff.
-The court held that the award of costs to defendant was error and remanded for a reconsideration of that issue.
-The court directed the district court to enter an award of nominal damages in favor plaintiff.
CONCLUSION:
-The court affirmed the judgment in part because there was sufficient evidence to support the district court's findings that there was an enforceable contract and that the terms of that contract precluded recovery of the type of compensatory damages sought by plaintiff buyer.
-The court reversed the award of costs to defendant and remanded for a reconsideration of that issue.
---
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
528 F.2d 993 (5th Cir. 1976)
FACTS:
-Joyce formed Three-Seventy Leasing Corp. (P) to purchase computer software from manufacturers for lease to its customers.
-Joyce, on behalf of Three-Seventy Leasing (P), engaged in discussions with Kays, on behalf of Ampex Corp. (D), to purchase computer equipment from the defendant.
-At a meeting involving Joyce, Kays, and Kays' superior at Ampex (D), Joyce was informed that Ampex (D) could sell Three-Seventy Leasing (P) computer equipment only if Three-Seventy Leasing (P) passed the defendant's credit requirements.
-At approximately the same time, Joyce secured a verbal commitment from a customer to lease six Ampex (D) computer core memories.
-Thereafter, Kays' superior directed Kays to extend a written contract offer to Joyce providing for the sale of six computer core memories at $100,000 each, with a down payment of $150,000 and the understanding that the equipment would be leased to Joyce's customer. The contract included space for the signature of representatives of Three- Seventy Leasing (P) and Ampex (D).
-Although Joyce executed the document on behalf of Three- Seventy Leasing (P), no Ampex (D) representative ever signed the contract.
-The plaintiff sued Ampex (D) for breach of contract, arguing that the contract was an offer to sell that was accepted upon Joyce's signature.
-Ampex (D) argues that the document was merely a solicitation and that the signed document constituted an offer to purchase that Ampex (D) did not accept.
-The district court concluded that the document was an enforceable contract without determining whether it was an offer to sell or a solicitation.
ISSUE
-Does an agent have apparent authority sufficient to bind a principal if the principal's acts would lead a reasonably prudent person to suppose that the agent had the authority he purports to exercise?
RATIONALE:
-Plaintiff buyer brought an action against defendant seller for breach of a contract to sell computer core memories.
-Plaintiff challenged the district court's determination of damages and its award of costs to defendant, who challenged the determination that an enforceable contract existed.
-The court affirmed the judgment in part because there was sufficient evidence to support the district court's finding of an enforceable contract and that the terms of that contract precluded recovery of the type of lost profits.
-The court concluded that a salesman had apparent authority to accept plaintiff's offer on behalf of defendant and that a letter could reasonably be interpreted to be an acceptance.
-The court further concluded that the letter could reasonably have been interpreted as a promise to ship the core memories.
-The court found that the limitation on consequential damages found in the contract was valid and precluded the recovery of damages for lost profits by plaintiff.
-The court held that the award of costs to defendant was error and remanded for a reconsideration of that issue.
-The court directed the district court to enter an award of nominal damages in favor plaintiff.
CONCLUSION:
-The court affirmed the judgment in part because there was sufficient evidence to support the district court's findings that there was an enforceable contract and that the terms of that contract precluded recovery of the type of compensatory damages sought by plaintiff buyer.
-The court reversed the award of costs to defendant and remanded for a reconsideration of that issue.
---
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
No comments:
Post a Comment