## Facts

- Ingrassia Construction Company, Inc. was the general contractor for a library project and solicited bids for reinforcing steel and wire mesh work.
- John M. Walsh, trading as Walsh Steel Service Company, submitted a telephone bid on March 16 for the steel portion of the job.
- The parties negotiated over price and terms and exchanged competing written forms, but neither side signed the other’s documents.
- Ingrassia treated Walsh’s bid as accepted and, in reliance, discontinued pursuing other subcontractor bids.
- Walsh sent an employee to the job site, reflecting partial commencement consistent with an agreement.
- A dispute arose immediately about responsibility for providing necessary equipment (“standees”); Walsh insisted Ingrassia must supply them, while Ingrassia believed Walsh was responsible.
- Walsh refused to perform further work, and Ingrassia sued for breach of contract.
- Although the pleadings emphasized a written contract, Ingrassia tried the case on an oral or implied-in-fact contract theory; Walsh did not object to the introduction of evidence supporting that theory.
- A jury returned a verdict for Ingrassia for $12,750; the trial court denied Walsh’s motion for judgment notwithstanding the verdict (JNOV).

## Issues

1. Whether Walsh could obtain JNOV on the ground that Ingrassia proceeded on an oral/implied-in-fact contract theory without formally amending pleadings that emphasized a written contract.
2. Whether the evidence was legally insufficient to support the jury’s finding of contract formation due to an alleged lack of agreement on essential terms.

## Decision

- The Superior Court affirmed the denial of JNOV and the judgment for Ingrassia.
- Walsh waived any pleading-based objection by failing to object at trial, despite having notice of the oral/implied contract theory and showing no surprise or prejudice.
- The evidence permitted a reasonable jury to find an enforceable oral or implied-in-fact subcontract based on the parties’ communications, reliance, and conduct.
- The absence of mutually signed documents and the existence of unresolved details did not compel a finding of no contract as a matter of law.

## Legal Principles

- On review of a denial of JNOV, the court accepts as true the evidence and reasonable inferences supporting the verdict winner and will reverse only where no two reasonable minds could disagree that the claim failed as a matter of law.
- A party waives objections to pleading defects where it has notice of the opposing theory, permits related evidence without objection, and cannot show surprise or prejudice; issues tried by consent may be treated as if pleaded.
- Contract formation turns on objective manifestations of assent; an oral or implied-in-fact contract may arise from negotiations, reliance on a bid, and commencement of performance even without a fully executed writing.
- Missing or disputed terms do not necessarily defeat formation; trade usage, course of dealing, and implied conditions may supply terms where the parties otherwise manifested agreement on the essential bargain.

## Conclusion

The court upheld the jury’s verdict, holding that Walsh’s failure to object at trial barred reliance on a pleading-technicality challenge and that the record contained sufficient evidence of an enforceable oral or implied-in-fact subcontract notwithstanding unsigned forms and a later dispute over equipment responsibility.


Ingrassia Constr. Co. v. Walsh, 486 A.2d 478 (Pa. Super. Ct. 1984)