Lucy v. Zehmer

84 S.E.2d 516 (1954)

Quick Summary

Lucy (plaintiff) wanted to buy a farm from A.H. Zehmer (defendant), who had previously refused his offers. During a conversation at a bar while half drunk, they drafted an agreement on the back of a receipt, with Zehmer’s wife also signing. Lucy believed it was a serious deal and made efforts to raise funds.

However, Zehmer later claimed it was a joke. Lucy then sued for specific performance, but the trial court ruled in favor of Zehmer, finding no binding contract.

On appeal, the Supreme Court held that there was indeed a binding contract based on the parties’ conduct and communications and reversed the lower court decision and ruled in favor of Lucy, ordering specific performance.

Facts of the Case

W.O. Lucy (plaintiff) had a long-standing interest in purchasing a farm owned by A.H. Zehmer (defendant). The two men were acquaintances and had previously discussed the farm sale, with Zehmer repeatedly refusing Lucy’s offers.

On December 20, 1952, both men were at a bar where they consumed alcohol. Lucy once again proposed to buy the farm for $50,000. After an extended conversation and initial skepticism from Zehmer regarding Lucy’s ability to raise funds, Zehmer drafted an agreement on the back of a bar receipt expressing his intent to sell the farm for the stated price.

Lucy’s insistence amended the contract to include Zehmer’s wife’s consent and her subsequent signature. Despite later claims by Zehmer that it was all in jest, Lucy perceived the transaction as a serious business deal and took steps to raise the required funds and perform due diligence on the property’s title.

Procedural Posture and History

  1. Lucy initiated a lawsuit against Zehmer for specific performance to enforce the written agreement.
  2. The trial court ruled in favor of Zehmer, finding that there was no binding contract.
  3. Lucy appealed to the Supreme Court of Appeals of Virginia.

I.R.A.C. Format


Whether the written agreement constituted a legally binding contract requiring specific performance from Zehmer.

Rule of Law

Objective Theory of Contracts – An agreement is binding not by the parties’ subjective intent but by their outward expressions as reasonably interpreted by an objective standard.

Reasoning and Analysis

The court meticulously analyzed both parties’ conduct and communications during their encounter at the bar. Despite allegations of intoxication and jesting, it was determined that their actions conveyed a serious intention to engage in a contract.

The court pointed out that Zehmer had ample time and clarity to understand the nature of his actions when drafting and amending the agreement.

Furthermore, justice demanded recognition that Lucy legitimately believed he was entering into a genuine transaction and proceeded accordingly with financial arrangements and title examination. This belief was deemed reasonable based on their interactions.


The Supreme Court of Appeals reversed the lower court’s decision, ruling that there was indeed a binding contract that warranted specific performance.

Key Takeaways

  1. Contracts are evaluated based on outward expressions rather than private intentions.
  2. Seriousness is inferred from behavior that indicates intent to form legal obligations.
  3. Intoxication must reach a level that impairs understanding to invalidate an agreement.
  4. Specific performance is enforceable when both parties’ actions support a conclusion of earnest negotiation.

Relevant FAQs of this case

How does the court decide if there's intent in a contract?

The court looks at outward actions and expressions to interpret intent, disregarding private thoughts.

  • For example: If parties sign a written agreement, the court may consider this an outward expression of serious commitment.

When does the court grant specific performance?

Specific performance is granted when parties genuinely commit to the contract through their actions.

  • For example: As in this case, the court allowed specific performance due to the parties’ serious intent, as seen in their conduct.

What distinguishes focusing on outward expressions from considering private intentions?

Outward expressions involve observable actions, while private intentions are internal thoughts or unexpressed beliefs.

  • For example: A party may privately decide against a deal, but signing a written agreement is an outward expression the court prioritizes.


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