## Facts

- Frank M. Davis and Caro M. Davis had a long, close familial relationship with Rupert and Blanche Whitehead, who were childless and had often treated Caro as a daughter.
- By 1931 Blanche was seriously ill and hospitalized; Rupert was elderly, in poor health, and needed help with Blanche’s care and his affairs.
- Rupert sent letters asking the Davises to come to California promptly; in a key letter he proposed that if they came to assist and care for Blanche and handle his affairs, Caro would “inherit everything.”
- Frank Davis replied by letter unequivocally accepting the proposal and promising that he and Caro would leave Canada on a specified date to come to Rupert.
- Before the Davises could arrive, Rupert committed suicide while they were closing their affairs in preparation to move.
- The Davises traveled to California anyway and stayed with and cared for Blanche until her death several weeks later.
- The existing wills left Blanche’s property to Rupert and Rupert’s property to his nephews, not to the Davises.
- The Davises sued the executors and beneficiaries in equity seeking specific performance of Rupert’s alleged contract to make a will in their favor.

## Issues

1. Whether Rupert’s letters constituted an offer for a unilateral contract requiring acceptance only by completed performance, or an offer for a bilateral contract inviting acceptance by a return promise.
2. Whether Rupert’s death before the Davises’ full performance prevented contract formation or otherwise terminated the Davises’ rights.
3. Whether, upon proof of a contract to make a will and performance by the promisees, equity should grant specific performance against the estate.

## Decision

- The California Supreme Court reversed the judgment for the executors and beneficiaries.
- The court held Rupert’s proposal was properly construed as an offer to enter a bilateral contract.
- The Davises accepted by communicating a promise to come and perform, forming a binding contract before Rupert’s death.
- Because the Davises undertook and completed the contemplated care for Blanche, specific performance of the contract to make a will was an appropriate remedy.
- The matter was remanded with directions to enter a decree granting specific performance in favor of the Davises.

## Legal Principles

- When an offer is reasonably susceptible to either a unilateral or bilateral construction, courts generally construe it as inviting acceptance by promise (a bilateral contract), absent clear language requiring acceptance only by performance.
- An offeror’s request for a prompt reply and immediate assurance supports construing the offer as seeking a binding commitment rather than waiting for completed performance.
- A contract to make a will may be specifically enforced in equity against the promisor’s estate when the contract is proved and the promisee has performed the bargained-for services.
- Death of the offeror does not defeat an already-formed bilateral contract accepted by promise prior to death.

## Conclusion

The court enforced a promised testamentary disposition by treating the correspondence as creating a bilateral contract accepted by the Davises’ return promise; because acceptance occurred before the offeror’s death and the Davises performed the requested services, equity ordered specific performance against the estate.


Davis v. Jacoby, 1 Cal. 2d 370, 34 P.2d 1026 (Cal. 1934)