Warning
Info
- - tl;dr
- - ICRA
- - Facts & Holding
- - DeepDive
0 0
Alabama Court of Civil Appeals - 339 So. 2d 70
tl;dr:
A buyer and a seller came to a preliminary agreement, but the buyer backed out before it was finalized. The seller’s suit for reliance damages was denied because his reliance on the promise wasn’t substantial enough.Video Summary
Case Summary
In Coley v. Lang (1976), the Alabama Court of Civil Appeals, examined a dispute between two parties over a contract for selling stock in a corporation.
In August 1972, Coley entered into talks with Lang to buy stock in the IAS Corporation, which Lang owned. Coley wanted to acquire the corporation to put himself in a better position to bid on government contracts. On September 1, Coley sent a letter to Lang outlining some of the terms of their preliminary agreement and specifying that the agreement would become definite and binding by September 18. Coley learned of material facts affecting the feasibility of the agreement and notified Lang on September 18 that the agreement would not work out.
Lang sued initially for specific performance and later for damages incurred in reliance on Coley’s promise. The trial court denied specific performance but awarded Lang $7,500 in damages. Coley appealed.
The appeal court's main focus was determining if the letter agreement constituted a legally binding contract or just an arrangement to reach a contract later. The court ruled that the letter was not a binding contract, but rather an agreement to agree. The letter lacked clear intention to be bound by its terms and missed essential contract elements like a closing date, warranties, and contingencies.
This case highlights the principle of "definiteness" in contract law, which requires contracts to have clear and specific terms to be enforceable. Courts will not enforce vague or incomplete agreements or those that leave material terms for future negotiation. To determine the parties' intention to be bound by a contract, courts consider the agreement's language, the parties' conduct, and the contract's nature and purpose.
DeepDiveHighlight a legal term to see the definition
Lang sued Coley for specific performance of an agreement to purchase Lang's corporation's stock for $60,000. The trial court awarded Lang $7,500 in damages due to reliance on Coley's promise to buy the stock. Coley appealed, but the majority upheld the trial court's decision, stating that the letter agreement was binding and that the purchase price was to be paid in installments. The court found that Lang entered into a preliminary agreement to sell all outstanding stock of International Aerospace Services, Inc. to Coley for $60,000, with payment to be made in installments over several years. The court denied the Bill for Specific Performance filed by the Complainants.
LSD+ Case Briefs
Features
- DeepDive for detailed case analysis
- Over 50,000 existing case briefs
- Instant briefs for another 6,000,000 cases
- Highlight dictionary for legal term definitions
- Social learning with chat and high points
Over 50,000 Cases Briefed
LSD+ gives you access to over 50,000 case briefs, more than anyone else. Be the first to email us the website of a case brief product that offers you more case briefs and we'll give you a free year of LSD+.
14-Day Free Trial
Unlimited access. Read as much content as you want during your trial with no device limitations. Cancel any time during your trial and keep access for the full 14 days.
Integrated Legal Dictionary
Lawyers and judges love to use big words. And Latin, for some reason.
Highlight a legal term in LSD Briefs and get an instant, plain English definition. Try highlighting contract or specific performance. No need to search or read through a list of definitions, simply highlight the words you don’t know and our LSDefine integration will instantly give you a definition to any of over 30,000 legal terms.
DeepDive
DeepDive allows you to explore legal cases like never before. DeepDive offers multiple levels of case summaries, which empowers you to quickly and easily find the information you need to stay on top of readings. Easily navigate through summary levels and click on any text to get more detail, all the way down to the original legal case text.
Brief anything. Instantly.
Our proprietary state-of-the-art system can instantly brief over 6,000,000 US cases. That means we can probably brief that case that your professor assigned last night when she sent you a poorly scanned pdf and told you to read every third paragraph. Or maybe she uploaded it to Canvas and didn’t really tell you to read it, but you know you probably should. Tenure does wild things to good people.
Social Learning with Chat and High Points
Study groups are a great way to learn and explore a case. LSD has chat rooms for each case to let you ask questions across the community and hear what other students struggled with and how they put it all together. Learn the key points of every case from other LSD+ users and share your knowledge with LSD High Points.
Real-Time Brief Feedback
Don’t settle for mistakes in briefs that have been there for 10 years and never fixed. Find an issue or something missing from a brief? Down vote and we will make improvements. All of our case brief editors graduated from from T14 law schools.