## Facts

- In 1927, a charitable organization paid $5,000 to a hospital operator in exchange for a promise to provide ward accommodations and hospital services, in perpetuity, for one Jewish patient at a time designated by the payor.
- No signed original agreement was produced, but two substantially identical unsigned contract forms dated in 1927 were located.
- Hospital financial archives later recorded receipt of the $5,000 (and an additional $500 in 1945) and described an “obligation in perpetuity” to maintain a free ward bed for Jewish patients, with a notation that the obligation was being performed.
- The hospital kept operational records identifying patients whose charges were written off under the endowed-bed arrangement.
- For decades, the hospital performed by furnishing the bed and writing off charges for designated patients.
- Over time, inflation and increased medical and hospital costs made the endowment’s income insufficient to cover the cost of providing the promised services.
- The hospital’s successor corporation repudiated the perpetual obligation; the payor sued in equity for specific performance.

## Issues

1. Whether the evidence (including unsigned forms, internal records, and long-term performance) established a binding 1927 contract obligating the hospital to furnish a free ward bed for designated Jewish patients in perpetuity.
2. Whether the hospital’s successor corporation was bound by the obligation despite the absence of a written assumption when it was incorporated.
3. Whether substantially increased costs of performance rendered enforcement inequitable so as to preclude specific performance.
4. Whether specific performance was an appropriate remedy for an ongoing charitable service obligation.

## Decision

- The Oregon Supreme Court affirmed the decree ordering specific performance.
- The court found the evidence sufficient to prove a contract obligating the hospital to provide the endowed bed in perpetuity.
- The court held the successor corporation was bound, given continuity of operation and continued acknowledgment and performance of the obligation in the hospital’s records and practices.
- The court rejected increased cost and economic change as grounds to discharge the obligation or deny equitable enforcement.
- The court concluded the obligation was sufficiently definite and administrable to warrant specific performance.

## Legal Principles

- A contract’s existence and terms may be established without a signed original through reliable documentary evidence and a sustained course of performance consistent with the alleged agreement.
- A successor entity may be treated as having assumed a predecessor’s contractual obligation where it continues the same enterprise, accepts the arrangement’s benefits, and continues performance while internally recognizing the obligation.
- Increased expense or economic hardship, standing alone, does not excuse performance of a voluntarily assumed perpetual obligation.
- Equity may order specific performance of a charitable service contract when the duty is concrete, historically administered by the parties, and not impracticable for a court to enforce.

## Conclusion

The court enforced a perpetual endowed-bed agreement by specific performance, holding that long-term performance and institutional records proved the contract and bound the hospital’s successor, and that later increases in the cost of care did not excuse compliance with the perpetual obligation.


Portland Section of the Council of Jewish Women v. Sisters of Charity of Providence in Or., 266 Or. 448, 513 P.2d 1183 (Or. 1973)