## Facts

- Bernard Gordon (plaintiff) was an attorney who had previously represented Laredo National Bank (defendant) in a pending lawsuit.
- The litigation involved extended settlement negotiations.
- Before the matter was resolved, Laredo sent Gordon a telegram asking him to state the amount of his minimum fee if the case were settled.
- Gordon replied by telegram that his fee would be $12,500.
- Laredo did not respond to Gordon’s stated fee, did not reject it, and did not propose a different figure.
- Gordon continued representing Laredo through the ongoing negotiations.
- The underlying case ultimately settled.
- After the settlement, Laredo informed Gordon that $12,500 was an unreasonable fee and that it would not pay that amount.
- Gordon sued to recover the $12,500 fee.
- At trial, Laredo argued it was not bound because it never agreed to pay $12,500.
- The trial court directed a verdict for Gordon, and Laredo appealed.

## Issues

1. Whether Laredo’s request for a minimum fee quote, followed by silence and continued acceptance of Gordon’s services through settlement, permitted the jury question to be removed and the $12,500 fee enforced as an agreed contract term.

## Decision

- The Fifth Circuit affirmed the judgment for Gordon.
- The court held that, on these facts, Laredo’s conduct after soliciting a minimum-fee figure supported treating the $12,500 proposal as accepted, rather than leaving only a “reasonable fee” issue.
- The court upheld the directed verdict because the material evidence on acceptance, as presented, allowed only one reasonable conclusion.

## Legal Principles

- Silence ordinarily is not acceptance of an offer.
- Silence can amount to acceptance when the offeree requests a definite proposal, receives it, and then knowingly permits the offeror to continue performance without objection in circumstances where a prompt reply is reasonably expected.
- A client that calls for a minimum fee figure and then continues to accept legal services toward settlement without dissent may be bound to the stated fee, instead of later disputing it only after the result is obtained.
- A directed verdict is proper when the evidence on the controlling contract-formation facts is not genuinely disputed and only one outcome is legally reasonable.

## Conclusion

Because Laredo asked Gordon to name his minimum fee in the event of settlement, received the $12,500 figure, and then remained silent while continuing to accept Gordon’s services through settlement, the court treated Laredo’s silence and conduct as assent to the fee term and affirmed the directed verdict awarding Gordon $12,500.


Laredo National Bank v. Gordon, 61 F.2d 906 (1932)