Facts
- A buyer negotiated with a Mississippi dealership to purchase a new 2003 Toyota Tacoma with specified options.
- The dealership’s written sales agreement repeatedly stated a total price of $15,017.50, reflecting a computer miscalculation that reduced the expected total by about $2,000.
- The sales manager knew the dealership computer had previously made similar calculation errors but did not verify the totals; he circled the $15,017.50 figure and indicated it was the full price.
- The buyer paid a $500 deposit for a specially ordered truck; the agreement reflected the remaining balance due at delivery based on the $15,017.50 total.
- After the truck arrived, the dealership discovered the mistake, refused to sell at the written total, and demanded an additional $2,000.
- The buyer sued in chancery court for breach of contract and specific performance at the written price.
- After a bench trial, the chancellor ordered the dealership to provide an unused 2003 Tacoma meeting the specifications for $15,017.50; post-trial motions were denied.
- The dealership appealed, arguing no meeting of the minds, mistake warranting rescission or reformation, ambiguity, and improper specific performance.
Issues
- Whether the parties formed an enforceable contract at the written total price of $15,017.50 under objective manifestations of assent.
- Whether the dealership proved mutual mistake, or a unilateral mistake sufficient for rescission or reformation, regarding the contract price.
- Whether the written sales agreement was ambiguous as to price.
- Whether specific performance was proper and, if so, whether it remained feasible to compel delivery of an unused 2003 model.
Decision
- The court affirmed that a valid, enforceable contract existed at the written total price of $15,017.50.
- The court rejected mutual mistake because the evidence did not show the buyer shared the dealership’s mistaken belief about the contract price.
- Treating the error as the dealership’s unilateral mistake, the court held rescission was unavailable because the mistake resulted from the dealership’s negligence in relying on a known unreliable calculation without verification.
- The court affirmed that the agreement was clear and unambiguous as to total price.
- The court affirmed specific performance as an appropriate equitable remedy in principle but reversed and remanded in part to determine whether an unused 2003 Tacoma could still be provided; if not, the chancery court was to award an alternative equitable remedy.
Legal Principles
- Contract formation is determined by objective manifestations of assent; uncommunicated intentions do not control when a written agreement clearly states essential terms.
- Mutual mistake requires proof that both parties shared the same mistaken belief about a basic assumption; absent such proof, relief for mutual mistake is unavailable.
- Equitable rescission for unilateral mistake is limited and is generally unavailable when the mistaken party induced the mistake through its own negligence, including failure to verify known unreliable calculations.
- A contract is not ambiguous merely because one party later claims internal pricing expectations conflicted with the written total; repeated, consistent price terms in the writing support a finding of clarity.
- Specific performance may be ordered for contracts involving goods treated as unique or specially specified, but equity may require adjustment when literal performance becomes impossible or impracticable.
Conclusion
The court enforced the written vehicle purchase agreement at the stated total price and denied the dealership rescission or reformation because the pricing error was a negligent unilateral mistake; it remanded only to determine whether delivery of an unused 2003 model remained possible and, if not, to craft substitute equitable relief.