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
- 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.
- Whether omission of a specific time for purchasing the vessel renders the agreement too indefinite, or whether the law supplies a reasonable time.
- 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.