Ray V. William G. Eurice & Bros., Inc
Court: Maryland Court of Appeals
State: Maryland
Year: 1952
Plaintiff: Mr. Calvin T. Ray and wife Mrs. Katherine Ray: Mr. Ray is an aeronautical engineer so
he is highly technical and precise.
Defendant: William G. Eurice & Bros., Inc- John and Henry have ran a successful business for
about 15 years, old fashioned and does not call for a specialized attention to detail.
Cause of Action: Breach of Contract
Relief Sought: Damages/Specific Performance- to finish the house and pay the excess amount
necessary to construct the house
Basis of Dispute: (Subjective vs. Objective theory) Meetings of the Mind vs. Mutual Assent
Legally Relevant Facts:

Mr. and Mrs. Ray want to build a new home on a lot they own in Dancehill Baltimore
County (Late 1950s) and they enter diff negotiations with builders including William G.
Eurice & Bros., Inc which was recommended to them by their friends.

An estimated submitted by the William G. Eurice & Bros., Inc indicated at the first
meeting with Mr. Ray says the house will cost about 16,0000 to build.

Mr. Ray has an architect draw up the plans and come up with a rough draft of the of
specifications (7 pages)- and Mr. John Eurice and Ray have their second meeting in
which they go over the plans and specifications by the architect which are dated January
9, 1951 in Mr. Rays living room. Mr. Ray and Mr. Eurice went back and forth with each
other on some specifications such as pouring of concrete wall vs. concretes block. etc.
All agreed upon changes that were determined at the meeting were noted in green ink
by Mr. Ray. And Mr. Eurice was given a set of plans and specifications so he could make
a formal bid in writing.

On Feb 14, Eurice Corp submitted an unsigned, typed, 3-page proposed contract to build
a house for 16,300 according to the following specifications. Most of the 3 pages did not
have the same specifications that were agreed upon in the Jan 9 th meeting.

Mr. Ray told Mr. Eurice that he would have his lawyer draw the contract and this was
done. The contract plans be in accordance with the Jan 9th and specifications were
retyped in stencil on Feb 14 to incorporate the changes that were made in the Jan 9 th
meeting. Any deviations from the plans or specifications were to be only done with the
consent of Mr. Ray.

The contract was signed Feb 22nd, with the presence of Mr. Ray, John Eurice and Henry
Eurice- and Ray said that at the time of signing they went over contract and
specifications, and after the contract was signed Mr. Henry Eurice helped Mr. Ray fill out
the FHA form of specifications and they used the Feb 14 memo of specifications to fill
this out.

After the meeting was done, both sides had a copy of the contract, plans and
specifications, and then Mr. Ray went to apply for loans he needed the contract, plans,
and specifications signed by the Eurice Corp and they also had to sign it. Rays signed
each side and then the Eurice Corp signed the reverse side of each page of the contract,
plans, and specifications claiming they did not read them.

In April, Eurice Corp set a date for construction and tell the Rays they need to have
something done to oblige with Baltimore standards.

Once the construction was to begin the builder claimed they had not seen the 5 page
specifications Feb 14 and would not oblige to these terms as they were excessive work
and excessive costs- specifications were unreasonable.

Suit was filed.
Disputed Facts:

Mr. John Eurice claims that there were no specifications attached to the time of signing
on Feb 22nd- first time he saw them was a month later in an open mail.

Mr. Ray says that the specifications were present, and stapled together (not sure is
physically attached)
Issue: Did the Eurice Corp wrongfully breach their contract with Mr. and Mrs. Ray?
Court Holding: Yes, the appellee wrongfully breached its contract to build Mr. Ray’s house for
16,300.
Court’s Disposition: Judgement reversed with costs and judgement entered for appellants
against the appellee in the sum of 5,9930.
Reasoning & Conclusion:
Judge: the law is clear, absent fraud, duress, or mutual mistake, that one having the capacity to
understand a written document who reads and signs it, Or without reading it or having it read
to him, signs It, is bound by his signature in law. There was no fraud or duress. And the mistake
was UNILATERAL.
The contract was unambiguous and clear, and referred to the Feb 14 specifications within the
contract. Additionally, John Eurice specifically signed the back page of each of the five pages of
specifications when asked to do so by the bank. It is immaterial that he did not read or even
look at these specifications.
Williston, Contracts (Rev. ED) Sec. 1577 says:
If a man acts negligently, and in such a way as to justify others in supposing that the terms of
the writing are assented by him and the writing is accepted on that supposition, he will be
bound both at law and equity. Accordingly, same with illiterate executes a deed under a
mistake as to its contents, he is bound if he did not require it to be read to him or its object
explained.
Restatement, Contracts, Sec, on 70: (Secondary, persuasive)
One who makes a written offer which is accepted, or who manifests
acceptance of the terms of a writing which he should reasonably understand
to be an offer or proposed contract, is bound by the contract, though
ignorant of the terms of the writing or of its proper interpretation.
Restatement, Contracts, Section 20, (secondary, persuasive)
o A manifestation of mutual assent by the parties to an informal contract is
essential to its formation and the acts by which assent is manifested, must be
done with the intent to do those acts, but neither mental assent to the
promise in the contract nor real or apparent intent that the promises shall be
legally binding, is essential.
Williston, Contracts, Sec. 230: (secondary, persuasive)
o the only intent of the parties to a contract which is essential, is an intent to
say the words and do the acts which constitute their manifestation of assent.
Judge Learned Hand: (primary, persuasive)
o A contract has, strictly speaking, nothing to do with the personal, or
individual, intent of the parties. A contract is an obligation attached by the
mere force of law to certain acts of the parties, usually words, which
ordinarily accompany and represent a known intent. If, however, it was
proved by twenty bishops that either party, when he used the words,
intended something else than the usual meaning which the law imposes
upon them, he would still be held, unless there were some mutual mistake,
or something else of that sort.
Landmark case for objective theory of contracts
The test in such case is objective and not subjective. Restatement, Contracts, Sec.
230 (Williston, Sec. 94, page 294): \
It follows that the test of a true interoperation of an offer or acceptance is
not what the party making it thought it meant or intended it to mean, but
what a “reasonable person” in the position of the parties would have
thought it to mean.
Keystone Engineering Corp. v. Su;er (primary, binding).
o When a contractor on a building contract fails to perform, one of the
remedies of the owner are to complete the contract, and charge the cost
against the wrongdoer.
Williston on Contracts, Rev. Ed. Vol 5, Sec,on 1363, p. 3825,
Restatement Contracts, ch. 12, Sec,on 346, Subsec. (1)(a)(i), p. 573 and
Comment 1, p. 576.
Carrig v. Gilbert-Varker Corp., 314 Mass. 351, 50 N.E.2d 59, 62, 147
A.L.R. 927. (primary, persuasive)
o The owner was entitled to be put in the same position that he would
have been in if the contractor had performed the contract.