## Facts

- The Estate of Oddmund Sumstad, through an auctioneer, offered a used safe for sale at auction under rules stating all sales were final.
- The safe’s outer door (with a combination lock) was open, but an inner compartment with a key lock was locked.
- The auctioneer stated that neither the combination nor the key was available.
- Al and Rosemary Mitchell, secondhand store owners and regular auction buyers, purchased the safe for about $50.
- Days later, a locksmith opened the locked inner compartment and discovered $32,207 in cash.
- The locksmith notified police; the Everett Police Department impounded the money.
- The Estate asserted it intended to sell only the safe, not the cash inside; the Mitchells claimed the purchase included the safe and whatever was inside.
- The City of Everett filed an interpleader action to determine entitlement to the money; the trial court granted summary judgment to the Estate, and the Court of Appeals affirmed.

## Issues

1. Whether the auction sale of a safe, sold “as is” with an obvious locked compartment and no reservation of rights, included unknown contents found inside after the sale.
2. Whether the seller’s uncommunicated intent not to sell the contents can limit the subject matter of the sale under Washington’s objective theory of contracts.

## Decision

- The Washington Supreme Court reversed the Court of Appeals and the summary judgment for the Estate.
- The court held that the auction sale included the safe and its unknown contents.
- Title to the $32,207 passed to the Mitchells with the sale of the safe.
- The case was remanded for entry of judgment in favor of the Mitchells.

## Legal Principles

- A sale is consensual; what passes is determined by the parties’ intent as shown by the agreement’s terms and surrounding circumstances.
- Washington applies the objective manifestation theory: outward manifestations of assent control, and unexpressed subjective intent is irrelevant.
- When a container is sold as a unit “as is,” with its closed or locked condition apparent and without any stated reservation, the sale can include unknown contents within the container.
- Prior precedent denying transfer of goods inadvertently mixed with items for sale does not control where the “container-with-contents” nature of the item sold is apparent and treated as part of the offered unit.

## Conclusion

Because the auction conditions and the parties’ objective manifestations treated the locked safe as the unit being sold without any reservation for the seller, the contract encompassed the safe’s unknown contents, and the purchasers—not the estate—owned the cash found inside.


City of Everett v. Estate of Sumstad, 95 Wash. 2d 853, 631 P.2d 366 (1981)