Contract Endzone Inc. Has Sued

Contract EndZone Inc. has sued Maverick Sports Co. For breach of contract. The plaintiff alleges that they had a legal contract with the defendant for the purchase of $400,000 worth of sports equipment over an 18-month period. Over the period in question, Maverick only purchased $1,000 worth of equipment. There are two main issues in this case. The first is the question of whether the oral agreement between the two companies constitutes a valid contract.

The second is whether the email confirmation sent by EndZone to Maverick constitutes validation of the agreement in writing. At its most basic, there is potential for a contract because the contract is of legal nature, and the parties both have the legal capacity to enter into a contract. There was no duress on either party to serve as an inducement to enter into any contract. In order to satisfy the claim of breach of contract, three elements must be satisfied -- formation, performance and breach and remedy.

Although all three must be satisfied in order to establish breach of contract, formation is more pertinent element to this issue. In order to satisfy the conditions for breach, EndZone must demonstrate that they had formed a valid contract with Maverick. The first test is whether or not there was an offer and acceptance. The offer must be sufficient with respect to terms. In this situation, there was a dollar value, legal consideration and a time frame, so it appears that there was a valid offer.

The offer would have been made by Maverick, and accepted by EndZone. The email confirmation would constitute acceptance in writing. However, the original offer was made orally, not in writing. The consideration may not be valid, either. The term "sports equipment" is sufficiently vague as to indicate that this is not a specific contract. The types of equipment and specific dollar values for each would need likely need to be specified in order for this consideration to be considered valid for contract purposes.

Without specifics, the two companies at best have an agreement. Legally, there is a difference between a contract and an agreement.

The definition of an agreement under the Uniform Commercial Code (1-201,3) is "the bargain of the parties in fact, as found their language or inferred from other circumstances including course of performance, course of dealing, or usage of trade as provided in Section 1-303." A contract (UCC 1-201, 12) is "the total legal obligation that results from the parties' agreement as determined by the UCC as supplemented by other applicable laws." The main distinguishing feature between the two is that the contract is written and signed by both parties.

This demonstrates to the court that there is a clear intent to create legal relations. The intent to create legal relations is central to the issue of whether or not the agreement is considered a valid contract. Typically, a contract will be the written version of the agreement. An agreement without a contract is often not enforceable by law. The intent to create legal relations in this instance is clear on the part of EndZone, as per their email, but is not clear on the part of Maverick.

The email iterates the consideration, timing and price contained within the agreement. However, EndZone would need to prove that Maverick has agreed to these terms. Maverick did not respond to the email, and only purchased $1,000 worth of goods over that time period. EndZone must provide a preponderance of evidence and it is unlikely that a sent email, unresponded to, and allegation of an oral agreement are unlikely to constitute that preponderance.

Given that EndZone will be unable to demonstrate clear consideration in the form specific products and specific prices for those products, they will be unable to prove a contract, but rather only an agreement. The agreement would in theory be followed up with a contract that outlined the specifics, but this has not happened. It could, however, be determined that there was a course of dealing established between the two parties wherein such a method of agreement was considered standard.

In other words, the companies had previously established contracts by making oral agreements confirmed by one party via email, then this course of dealing could be considered to be a valid contract. In absence of evidence of course of dealing, however, this would not be basis to establish the valid formation of a contract between these two parties. It is not necessary that this contract be in writing. These two.