## Facts

- After her husband (an experienced building contractor) died, Klimek bought an old Portland residence intending to convert it into a rooming house.
- A real estate dealer introduced Klimek to Perisich, a local builder, to discuss remodeling the property.
- During an initial inspection, Perisich told Klimek he could not determine what could be done without blueprints and that an architect should first prepare plans.
- When Klimek asked what the project would cost “all together,” Perisich responded it would “run around eight, nine, ten thousand dollars, not any more.”
- Klimek testified she did not understand construction and had no detailed discussion with Perisich about what work he would perform, stating she “just give it up to him” to do as cheaply as possible.
- Perisich later took Klimek to an architect; plans were prepared; and Perisich provided a bid/estimate substantially exceeding $10,000.
- Klimek refused to proceed and sued, alleging Perisich had agreed to fully remodel the house into a rooming house for a price not to exceed $10,000.
- A jury returned a verdict for Klimek, but the trial court entered judgment notwithstanding the verdict (JNOV) for Perisich on the ground that no enforceable contract existed.

## Issues

1. Whether the evidence was legally sufficient to prove a binding contract that Perisich would fully remodel the residence into a rooming house for a price not to exceed $10,000.
2. Whether Perisich’s pre-plan cost statement was a contractual promise or merely a preliminary estimate made during negotiations.
3. Whether JNOV was proper because essential contract terms (scope and price) were too indefinite to support the jury’s verdict.

## Decision

- The Oregon Supreme Court affirmed the JNOV for Perisich.
- The court held the parties did not form an enforceable remodeling contract at a maximum price of $10,000.
- The “eight, nine, ten thousand dollars” statement was treated as an approximate estimate given before plans and specifications existed, not as a firm promise.
- Klimek’s own testimony showed no meeting of the minds on the scope and essential terms of the work.
- Even viewing the evidence favorably to Klimek, there was no substantial evidence of a definite, complete agreement as alleged.

## Legal Principles

- A contract requires mutual assent and sufficiently definite essential terms; an agreement to perform construction work is unenforceable if the scope and obligations are left undefined.
- Preliminary negotiations and expressions of probable cost, especially where the parties contemplate future plans and specifications, do not create a binding fixed-price (or maximum-price) construction contract.
- JNOV is appropriate when the evidence, even when viewed most favorably to the verdict winner, cannot support a reasonable finding that a contract was formed on the terms claimed.

## Conclusion

The court concluded that the parties’ early discussions and cost range were conditional, pre-plan negotiations lacking definite terms, so no enforceable agreement to remodel the house for no more than $10,000 existed and judgment for the contractor was properly entered notwithstanding the jury’s verdict.


Klimek v. Perisich, 371 P.2d 956 (Or. 1962)