lack Letter
KSupreme Court of Appeals of Virginia, 1954draftborradorunverifiedsin verificar

Lucy v. Zehmer

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

A farm sold on a restaurant check between drinks, and meant it

In one lineEn una línea
A party whose words and acts would lead a reasonable person to believe he intended a real agreement is bound, whatever his secret intent.Quien con sus palabras y actos haría creer a una persona razonable que pretendía un acuerdo real queda obligado, sea cual sea su intención secreta.
RuleRegla
Mutual assent is judged by the outward expression of a party's intention rather than by his unexpressed state of mind; if his conduct manifests an intention to agree, a contract exists even if he was joking, unless the other party knew or had reason to know of the jest.
Why this case is herePor qué está aquí este caso
The objective theory of assent, assigned Sept. 22 (casebook pp. 169–173): what matters is what a reasonable person would take the words and acts to mean, not an undisclosed intention to joke. It anchors mutual assent for the rest of the course.
Procedural posturePostura procesal
Buyer sued for specific performance of a written agreement to sell a farm; the trial court dismissed on the seller's claim that it was a joke; the Supreme Court of Appeals reversed and ordered specific performance.

Facts

At Zehmer’s restaurant, after drinks, Lucy offered $50,000 for the Ferguson farm. Zehmer, who had refused earlier offers, wrote on the back of a guest check an agreement to sell the farm for $50,000, title satisfactory to buyer, tore it up and rewrote it to include his wife, and both Zehmers signed. Lucy offered $5 to bind the deal and later arranged financing and a title examination. The Zehmers then said the whole thing had been a joke to make Lucy admit he did not have $50,000.

Procedural posture

Lucy sued for specific performance; the trial court denied relief; the Supreme Court of Appeals reversed and directed specific performance.

Issue

Whether a contract was formed when one party privately intended a joke but his words and conduct indicated a serious agreement.

Holding

Yes. The writing and the circumstances would lead a reasonable person to believe a real agreement was intended, Lucy did so believe, and the undisclosed intention to jest was immaterial.

Reasoning

The law imputes to a person an intention corresponding to the reasonable meaning of his words and acts. The negotiation lasted long enough, the writing was careful enough and the follow-through serious enough that the court found a real agreement, or at least one Lucy was entitled to treat as real. Zehmer’s intoxication did not reach the level of incapacity.

Rule (own words)

You are bound by what you reasonably appear to agree to. If it looks like a deal and the other side takes it as one, it is one.

What-ifs

  • Lucy knew Zehmer was joking (for example, both laughed and tore up the check): no contract, because the objective test looks at what the other party knew or should have known.
  • Zehmer was so drunk he could not understand what he signed and Lucy knew it: voidable for incapacity under R.2d § 16.
  • The agreement was oral only: statute of frauds problem for a land sale, regardless of assent.

Likely follow-upsRepreguntas probables

What facts showed the reasonable-person test was met?
Forty minutes of discussion, a written and signed agreement rewritten to add the wife's signature, discussion of title and timing, and Lucy's immediate attempt to tender; Zehmer's claimed joke was never communicated.
What about drinking?
The court found Zehmer was not so drunk that he could not understand; intoxication that does not prevent understanding is no defense (compare R.2d § 16).
Why specific performance?
Land is unique; damages are inadequate, so equity orders conveyance.
mutual assent (objective theory)objective theory of contractofferacceptance

AssignedAsignado: 2026-09-22

Read the public opinionLeer la opinión (texto público). SourceFuente: Own brief from the public opinion as excerpted in the casebook; verify quotations against the opinion..