## Facts

- W. O. Lucy had repeatedly sought to purchase the Ferguson Farm (471.6 acres) from A. H. Zehmer.
- On December 20, 1952, Lucy and Zehmer discussed the sale at Zehmer’s restaurant while both had been drinking.
- After bargaining, Zehmer wrote and signed a memorandum on a restaurant check stating: “We hereby agree to sell to W. O. Lucy the Ferguson Farm complete for $50,000.00, title satisfactory to buyer.”
- At Lucy’s request, the wording was revised to reflect a joint sale, and Zehmer’s wife, Ida, also signed.
- Lucy understood the exchange to be a serious agreement and soon arranged financing with his brother, hired counsel to examine title, and sought to close.
- Zehmer refused to convey, asserting the writing was a joke and that he was too intoxicated to form a contract.

## Issues

1. Whether a signed writing for the sale of land is enforceable when the signer later claims he was “joking” and lacked subjective intent to be bound.
2. Whether intoxication rendered the seller incapable of contracting.
3. Whether specific performance was an appropriate remedy for breach of the land-sale agreement.

## Decision

- The court reversed the dismissal and ordered specific performance.
- The signed memorandum constituted a valid, enforceable contract under an objective standard of assent.
- Zehmer’s drinking did not negate capacity because he understood the nature and consequences of what he signed.
- A party may not avoid a contract by claiming secret jest when his words and conduct would lead a reasonable person to believe a real agreement was intended.

## Legal Principles

- Contract formation turns on objective manifestations of assent, not undisclosed intent.
- If a party’s words and acts have one reasonable meaning, private reservations are immaterial unless known to the other party.
- Intoxication avoids a contract only when it prevents understanding of the transaction’s nature and consequences.
- Specific performance of a land-sale contract may be ordered when the agreement is definite and there is no fraud, misrepresentation, sharp dealing, or comparable inequity.

## Conclusion

The court enforced the signed farm-sale memorandum because the sellers’ outward actions conveyed assent to a reasonable person, intoxication did not defeat capacity, and no equitable considerations justified denying specific performance.


Lucy v. Zehmer, 196 Va. 493, 84 S.E.2d 516 (Va. 1954)