Lucy v. Zehmer


–          J.C. Lucy + W.O. Lucy (Plaintiffs) vs. A.H. Zehmer + W.O. Zehmer (Defendants).

–          D’s sold a lot of land to Lucy for $50,000 on Dec. 20th.

  • They were out drinking and at the bar, Zehmer drafted up a contract specifying the land, the amount, title satisfactory to buyer.
  • Defense – writing was prepared as a bluff, the whole matter was a joke, the writing was not delivered to Lucy, and NO binding contract was made.
  • Defendant Zehmer had conflicting stories saying that he “was as high as Georgia pine” but testified in great detail as to what was said and done.
  • It is of Fact that Zehmer was not so intoxicated that he did not know what he was doing.
  • Evidence shows that he wrote two agreements, no mistakes in spelling and re-wrote it to get away from the “singular.”

–          Resemblance of a serious business offer –  40 minute discussion, Lucy’s objection to just one signature (the ensuing re-writing), what to be included, provision of the examination of the title, completeness, taking by Lucy…Not until after the deal was done was there an semblance of a joking offer.

–          Lucy’s Defense, showed that he thought it was a legit contract, next day had bro put up ½ the $, day after that had an attorney examine the title.

Procedural History

–          Supreme court of appeals (Virginia)

–          Lower court stated upon depositions that the complaints about the contract from Zehmer failed to establish to specific performance and dismissed their bill (this is where the court erred).


–          Did the contract represent a serious business transaction and a good faith sale and the purchase of the farm?


–          Yes.


–          In contracts “we must look to the outward expression of a person as manifesting his intention rather than to his secret and unexpressed intention.”


–          No time prior to the execution had Zehmer indicated to Lucy by WORD, or ACT that he was not serious about selling the farm.

–          Only jesting was about paying $50,000 that night.

–          Good faith offer and good faith acceptance and delivery of a written contract.

–          Mutual assent is obviously a stipulation of a legit contract, however, the law imputes to a person an intention corresponding to the reasonable meaning of his words and acts…Judged by a reasonable standard (manifest and intention to agree).

  • It is immaterial what may be the real but unexpressed state of his mind…It is what is on the outside, implied that counts.


–          Reversed and remanded for judgment for specific performance…Requiring the D to perform the contract.

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