## Facts

- William Brown, a coal dealer, and Robert Finney met socially at a restaurant with others present.
- The conversation turned to coal pricing and delivery to Cincinnati.
- Testimony indicated Brown stated he could deliver coal to Cincinnati at the Pittsburgh price of sixteen cents per bushel.
- Finney responded that he would take 100,000 bushels and asked for materials to write a contract.
- Brown stated additional terms: barges used for transport must be returned in good order (reasonable wear and tear excepted), $10 per day per barge after a proper unloading/return time, and the coal must be paid in cash.
- Finney assented and began preparing a check, but Brown said he would have the papers drawn up the next day.
- No writing was executed; when Finney later attempted to complete the paperwork, disputes arose and no written contract was finalized.
- Finney sued in assumpsit for breach of contract, claiming the oral agreement was complete at the restaurant meeting; a jury awarded $2,000 in damages.

## Issues

1. Whether the evidence permitted a finding of a binding oral contract where the parties contemplated preparing written “papers” later.
2. Whether the trial court erred by qualifying the defendant’s requested instructions that (a) no contract exists if the entire agreement was to be arranged and reduced to writing later, and (b) either party may require a signed writing as a condition of being bound.

## Decision

- The Supreme Court of Pennsylvania reversed the judgment and ordered a new trial.
- The court held the defendant’s requested instructions were legally correct and entitled to clear, unqualified affirmance.
- The trial judge’s qualifying charge substantially negated those instructions and was likely to mislead the jury on the central question whether the parties intended to be bound before a written agreement.

## Legal Principles

- If the parties contemplate that the entire contract is to be arranged and reduced to writing at a later time, no binding contract arises until that occurs (absent a later completed agreement).
- Either party may insist that an agreement be reduced to writing and signed before it becomes obligatory; in that event, there is no binding contract until signature, unless a party wrongfully refuses to sign when a writing is tendered.
- A contract may be enforceable without a writing when all essential terms are fully agreed and the writing is merely a later memorial, unless the parties make execution of the writing a condition precedent to being bound.
- Jury instructions must not assume a contract is complete when the completeness of assent and intent to be bound are the dispositive factual questions.

## Conclusion

The court ordered a new trial because the jury charge improperly suggested an enforceable contract could exist even if the parties intended not to be bound until a written, signed agreement, thereby risking a verdict based on an incorrect legal standard.


Brown v. Finney, 53 Pa. 373 (Pa. 1866)