## Facts

- Best Construction Company (Best) was about to start a new job and discovered it did not have enough concrete-form plywood.
- Best’s regular plywood supplier could not deliver the needed amount in time for Best to begin and complete the work as scheduled.
- Local suppliers could deliver in time, but at a higher price ($360 per thousand feet) than Best’s regular supplier ($290 per thousand feet).
- To avoid paying the higher local price, Best contacted Southland Construction Company (Southland), a local competitor that had an ample supply of plywood.
- Best asked Southland to let Best borrow the plywood it needed immediately, with the idea that Best would restock Southland’s supply when Best’s delayed shipment from its regular supplier arrived.
- Southland agreed. Southland’s vice president stated he was willing to help with the expectation that Best would help Southland if Southland later faced a similar shortage.
- Before Southland delivered the plywood to Best, a plywood supply yard that urgently needed a large quantity offered Southland $352 per thousand feet for Southland’s surplus plywood.
- Southland accepted the supply yard’s offer and, as a result, did not go through with the plywood loan to Best.
- Best sued Southland, alleging Southland breached a contract formed by Southland’s promise to provide the plywood.
- The trial court granted summary judgment for Best, and Southland appealed.

## Issues

1. Whether Southland’s promise to supply plywood to Best was supported by consideration when Southland’s stated basis for agreeing was only an expectation of undefined, future reciprocal help.

## Decision

- The Supreme Court of Southland reversed the grant of summary judgment for Best.
- The court held that the alleged agreement was not an enforceable contract because the asserted consideration—an open-ended expectation that Best would return the favor sometime in the future—was too indefinite to qualify as consideration under the bargain theory.

## Legal Principles

- A contract requires consideration: a bargained-for exchange in which the promisor’s commitment is given in return for the promisee’s commitment or performance.
- An expression of goodwill or a generalized expectation of future reciprocal assistance, without a definite commitment, is not consideration.
- A noncommittal or indefinite “return promise” does not create the kind of legal obligation required for contract enforcement.
- Summary judgment for a plaintiff on a breach-of-contract claim is improper when the alleged agreement lacks a legally sufficient basis for consideration.

## Conclusion

Best Construction Co. v. Southland Construction Co. treats a competitor’s promise to provide needed plywood as a nonbinding accommodation when the only stated “exchange” is a vague hope of future reciprocity, and it reverses summary judgment for Best because that type of undefined future favor does not amount to consideration.


Best Construction Co. v. Southland Construction Co., 57 Sthld. 362 (2017)