## Facts

- An independent trucker entered a written “Hauling Contract” with a sugar-beet processing company for a term running from October 1, 1980, to February 15, 1981.
- The contract required the trucker to transport “such tonnage of beets as may be loaded by the Company” from company receiving stations to designated factories.
- The trucker was responsible for trucks, equipment, labor, fuel, maintenance, insurance, and licensing, and was paid only on a per-ton basis.
- The trucker knew at signing that the company had identical contracts with multiple independent truckers and that he would haul only the tonnage the company chose to load on his trucks.
- After roughly two months, the company informed the trucker his services were no longer needed; the trucker claimed the company breached by ending his work before the contract term ended and sought damages.
- The trial court granted summary judgment for the company, concluding the agreement lacked mutuality of obligation and was unenforceable.

## Issues

1. Whether a hauling agreement is unenforceable for lack of mutuality where the company retains complete discretion to load any quantity (including none) during the contract term.
2. Whether, given undisputed contract language and surrounding facts, contract interpretation and enforceability were questions of law supporting summary judgment.

## Decision

- The Nebraska Supreme Court affirmed summary judgment for the company.
- The court held the contract was unenforceable because the company’s promise to load “such tonnage ... as may be loaded” imposed no minimum obligation and left performance entirely to the company’s discretion.
- The court rejected arguments that implied obligations, expectations of full-term work, or promissory estoppel supplied enforceability where the written terms did not commit the company to furnish any quantity.
- Because the material facts and relevant circumstances were undisputed, the court treated construction and enforceability as questions of law and found the company entitled to judgment as a matter of law.

## Legal Principles

- An agreement is unenforceable when it depends on the “wish, will, or pleasure” of one party.
- Mutuality of obligation is required for an enforceable bilateral contract; mutuality is absent when only one party is bound and the other’s performance is optional.
- When contract terms and surrounding circumstances are undisputed, contract construction is a question of law that may be resolved on summary judgment.
- Summary judgment is proper when there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law.

## Conclusion

The court held that a fixed-term hauling contract requiring the trucker to be ready to haul, but obligating the company to load only whatever tonnage it chose (including none), lacked mutuality and was unenforceable; therefore, ending the trucker’s work early did not constitute a breach, and summary judgment for the company was proper.


De Los Santos v. Great W. Sugar Co., 217 Neb. 282, 348 N.W.2d 842 (Neb. 1984)