Story Case

Barford & Company, grain merchants, wrote the following to David Ellis, a farmer:

"If yon will promise to sell us all the wheat yon raise this year, we will promise to buy it".

Ellis promised, and was preparing to deliver the wheat when Barford & Company refused to accept. Ellis sued them for breach of the contract. Barford & Company defended on the grounds that the contract was void because (1) The amount of wheat was uncertain and (2) The price was not fixed.

Was the contract uninforcible because of the uncertainty?

Ruling Court Case. Sherman Vs. Kitsmiller, Volume 17 Sergeant & Bawles Pennsylvania Reports, Page 45

George Sherman promised Elizabeth Koons that he would give her a hundred acres of land if she would live with and keep house for him until she married. In reliance upon this promise, she lived with, and kept house for him until she married George S. Sherman, his nephew. Frequently, during his life, George Sherman was requested by Elizabeth to make the conveyance of a hundred acres to her. He persistently declined to commit himself about the offer he had made. After his death, Kitsmiller, his administrator refused absolutely to recognize the claim. Thereupon, George S. Sherman, on behalf of his wife Elizabeth, brought this action, seeking to have the defendant Kitsmiller, as administrator of George Sherman deceased, convey one hundred acres of land to his wife.

The defense consisted in the fact that the offer, as made by the deceased donor, was so uncertain that it was not rendered binding by the performance of the services in question by Elizabeth.

The court said in part: "If it had been a promise to give her one hundred pieces of silver, this would be too vague to support an action. For what pieces? Fifty cent pieces or dollars? What denomination? One hundred cows or sheep would be sufficiently certain, because the intention would be, that they should be, at least, of middling quality; but one hundred acres of land, without estimation of value, without relation to anything which could render it certain, does appear to me to be the most vague of all promises; and if any contract can be void for its uncertainty, this must be. One hundred acres of Rocky Mountain or in the Con-estoga manor - one hundred acres in the mountains of Hanover County, Virginia, or in the Coneqango rich lands of Adams County? One hundred acres of George Sherman's mansion place at $80 or $100 an acre or one hundred acres of his barren land at $5 an acre".

The offer was so uncertain that the court held that no contract resulted from their agreement.

Judgment was therefore given for Kitsmiller.

Ruling Law. Story Case Answer

The terms of the offer should be sufficiently certain so that the agreement can be ascertained, without having to remake the contract for the parties. The question of certainty is one of degree; no definite rules can be laid down which will guide a person in all cases. If the offer has reference to the sale of property, the offer should contain a reasonable description of the property, the amount thereof, and the price which the offerer is willing to take for the same. If it has some element of time in it, the time should be definitely set, or made dependent upon some event which is reasonably easy to ascertain.

But not every contract is void because the amount and price had not been fixed by the parties. In the Story Case, for instance, the court would enforce the contract. The amount of wheat was"all the wheat" harvested by Ellis that year; the price would be the market price of wheat at the time of delivery.

Since there is no fixed market price for land, the price of land in a contract of sale must ordinarily be set by the parties. But this is not so with wheat or corn or any other commodity which is quoted in the markets.