Kabil
alleged that the Mignot orally agreed to supply Kabil with helicopter
services for a construction job.Mignot denied there was a contract.
Mignot
claimed that their agent had told Kabil that they would have to examine
and approve the job site before a contract could be made.
At
trial, testimony was admitted that Kabil subjectively thought they had a
deal with the Mignot.
Trial
Court found for Kabil.
Mignot
appealed on the basis that the subjective testimony of Kabil shouldn't
have been admitted.
At
trial, the jury was told that unexpressed convictions and purely
subjective reactions could have probative bearing on the fundamental
issue of whether or not an oral contract had been formed. (The subjective
theory of contract formation)
Appellate
Court affirmed the Trial Court's decision.
"A
contract has, strictly speaking, nothing to do with the personal, or
individual, intent of the parties.A contract is an obligation attached by the mere force of law to
certain acts of the parties, usually words, which ordinarily accompany
and represent a known intent.If it were proved that a party, when he used the words, intended
something else than the usual meaning which the law imposes upon them, he
would still be held (the usual meaning of the words"
The
subjectivists and objectivists fought it out over many, many years, but
the objectivists pretty much won out.The jury is only to consider whether a reasonable
person would have inferred a promise on the part of the defendants.However, the Court found that subjective evidence is
relevant, though not completely determinative.The Court also
finds that the jury was not instructed incorrectly.
When
a court determines whether a party has assented to an agreement, the only
intention that matters is the party's apparent, objective intention (or
the intention that a "reasonable person" would infer).
