Ray v. William G. Eurice & Bros., Inc. – Case Brief
Ray v. William G. Eurice & Bros., Inc., 201 Md. 115, 93 A.2d 272 (1952).
Facts: The Rays (P) sought to build a house in Baltimore County. They solicited estimates from several builders and Eurice & Bros. (D) submitted an estimate of $16,000.
Ray hired an architect and requested a final bid from Eurice. Eurice submitted a proposed contract to build the house for $16,300 and Ray notified Eurice that he would prepare the formal contract. A clause in the contract stated that deviations from the specifications were to be made only in the event that specified items were unavailable after reasonable diligence by D. The contract was signed, P obtained a mortgage, and the parties agreed upon a start date.
D then claimed that he could not build the house according to the specification as submitted and that construction of the house would cost an additional $1000. P filed suit. The trial judge found a mistake regarding the specifications and ruled that there was no contract because there had been no meeting of the minds. P appealed.
Issue: How is the parties’ intent to enter into a contract determined?
Holding and Rule: The intent to enter into a contract is determined from the objective intent of the parties as determined from the surrounding circumstances.
The court held that in this case there was no need to decide if there had been a mistake on the part of either of the parties. Absent fraud, duress, or mutual mistake, a party who signs a written contract with or without reading it is bound by his signature. The court held that even if D had been negligent in his understanding of the terms of the contract he would be bound. The test for assent is objective and not subjective. Intent is determined from what a reasonable person in the position of the parties would have thought it meant. D wrongfully breached his contract with P and P was entitled to the difference between the cost agreed upon and the cost to complete the house.
Disposition: The judgment was reversed and P was awarded $5,993.40.