## Facts

- Moragues Lumber Company sought a vessel charter to transport lumber.
- Scott agreed that if he purchased a particular vessel, he would charter it to Moragues on specified terms.
- Scott later purchased the vessel.
- Moragues alleged it was ready, willing, and able to take the charter on the agreed terms.
- Scott instead chartered the vessel to a third party.
- Moragues sued Scott for breach; Scott argued the agreement lacked consideration and mutuality because it depended on his voluntary purchase of the ship.

## Issues

1. Whether a promise conditioned on an event within the promisor’s control (purchase of the vessel) is void for lack of consideration or mutuality until the condition occurs.
2. Whether omission of a specific time for purchasing the vessel renders the agreement too indefinite, or whether the law supplies a reasonable time.
3. Whether alleged uncertainty in measuring damages makes the agreement unenforceable.

## Decision

- The Supreme Court of Alabama affirmed judgment for Moragues.
- The court held the agreement was not void for lack of consideration or mutuality merely because Scott was free not to purchase the vessel.
- Once Scott purchased the vessel, the condition was satisfied and his duty to charter to Moragues became binding; chartering to a third party constituted breach.
- The court held that, where no time is stated, the law implies a reasonable time, and the complaint sufficiently alleged occurrence of the condition and Moragues’s readiness to perform.
- The court rejected the argument that potential difficulty in calculating damages barred enforcement.

## Legal Principles

- A conditional promise is not illusory solely because the condition depends on the promisor’s will; when the condition occurs, mutual obligations arise and the promise is enforceable.
- Performance or acceptance time need not be expressly stated; absent a specified time, the law implies a reasonable time.
- Uncertainty in the amount of damages does not defeat contract enforceability; it generally affects proof and measurement at trial rather than contract validity.

## Conclusion

The court enforced a charter agreement conditioned on the promisor’s purchase of a vessel, holding that the purchase satisfied the condition and created a binding obligation, that a reasonable time is implied when no time is stated, and that difficulty in calculating damages does not render the contract unenforceable.


Scott v. Moragues Lumber Co., 202 Ala. 312, 80 So. 394 (Ala. 1918)