Can Empress Enforce Majestic’s Promise?

Can Empress enforce Majestic’s promise?

In analyzing whether Empress can enforce Majestic’s promise, it is essential to understand the fundamental principles of contract formation under the Uniform Commercial Code (UCC), especially regarding offers, acceptance, and the concept of consideration. The fact pattern presents a situation where Majestic, feeling generous, makes a statement that appears to be an invitation to offer rather than a binding promise, and then there are subsequent actions that require scrutiny to determine if a binding contract exists.

Firstly, examining the nature of Majestic’s statement "I promise to sell you my silver sparkle slippers for $350 unless I change my mind," suggests a unilateral promise or an indication of intent rather than a definitive offer. Under contract law, an offer must demonstrate a clear intention to be bound upon acceptance, with definite terms, and communicated to the offeree. The phrase "unless I change my mind" indicates that Majestic retains the discretion to revoke her promise at any moment, which renders her statement more akin to a mere gratuitous promise or an invitation to treat, rather than a firm offer capable of acceptance.

Secondly, the doctrines underpinning the UCC stipulate that offers for the sale of goods under $500 can be enforceable if they meet specific criteria—intent to sell, definite terms, communication, and consideration. In this case, the requirement of intent is critical. Majestic’s initial statement reflects an intent to negotiate or perhaps a casual promise rather than an intent to enter into a contract. This is reinforced by the qualifying language "unless I change my mind," which acts as a reservation of rights to revoke, indicating a lack of irrevocable intent.

Thirdly, the critical question is whether a valid contract was formed when Empress tendered the $350 and expressed her willingness to acquire the slippers. For a contract to be binding, there needs to be mutual assent—an agreement on the essential terms, with acceptance unmarred by ambiguity or revocation. Empress's act of offering the money can be interpreted as acceptance of an offer, but only if the initial statement by Majestic was a valid offer. Given the ambiguity, lack of definiteness, and Majestic's explicit statement that she would sell "unless I change my mind," there appears to be no such offer in the legal sense.

Furthermore, the concept of consideration—something of value exchanged—must be present for enforceability. Empress provided $350, which constitutes consideration. However, if the initial promise by Majestic was not a binding offer due to ambiguity or revocability, the subsequent exchange cannot be viewed as a contractual agreement based on that promise.

Another aspect to consider is the Statute of Frauds, which requires certain contracts, including those for the sale of goods over $500, to be in writing. Since the involved goods are valued at $350, the Statute of Frauds does not prohibit enforceability, but this only applies if there was a valid contract to enforce. Here, the key impediment is the absence of a definitive, irrevocable offer from Majestic, rendering the question of enforceability moot.

In conclusion, based on the facts provided and the principles of contract law, particularly under the UCC, Empress cannot enforce Majestic’s promise. The core reason is that Majestic’s statement does not qualify as a valid, irrevocable offer capable of acceptance. Her language indicates a mere gratuitous promise that can be revoked at any time, and no binding agreement was formed when Empress tendered the money. Therefore, Majestic is within her rights to reject the sale, and Empress has no legal recourse to enforce the promise.

References

• Corbin, A. (2018). Corbin on Contracts (rev. ed.). West Academic Publishing.
• Farnsworth, E. A. (2019). Contracts (5th ed.). Aspen Casebook Series.
• Osterkamp, D. J. (2020). Business Law and the Regulation of Business (11th ed.). Cengage Learning.
• UCC § 2-204. (2018). Formation of Contract; General Grounds for Enforceability.
• UCC § 2-205. (2018). Firm Offers.
• Slain, P. (2017). Contract Law: Selected Readings. West Publishing.
• Restatement (Second) of Contracts § 24 (1981). Offer
• Farnsworth, E. A. (2019). Farnsworth on Contracts (6th ed.). Aspen Publishing.
• Schwartz, A. (2019). Contract Law and Economic Analysis. Harvard University Press.
• Beach, J. M. (2017). Modern Commercial and Contract Law. LexisNexis.