Contract law · No pen required
What makes a contract? The case of the $82,000 👍
In March 2021, a grain buyer named Kent texted a farmer named Chris a photo of a signed purchase contract — 87 tonnes of flax, $17 a bushel, November delivery — with the words “Please confirm flax contract.” Chris replied with a single 👍. The flax never came, and by November its price had more than doubled.
Chris testified the thumb meant only “got your text.” Kent’s company sued for the difference. This lesson teaches the two questions that decide the case — did both sides agree, and was anything exchanged? — then puts you on the bench.
Kent (grain buyer) → Chris (farmer) · March 26, 2021
DEFERRED DELIVERY PURCHASE CONTRACT
👍
November 2021 · flax ≈ $41/bu · delivered: 0 tonnes
Re-drawn from the judgment’s description. The seller’s line was never inked — could the 👍 stand in?
What you’re getting
Two sections, one running case
- How the law reads a yes. The objective test for agreement — what an offer is, what acceptance is, and why Chris’s private meaning never had a chance.
- A promise worth suing on. Consideration — the exchange requirement that separates the flax deal from a promised gift, and the doctrine 1Ls trip on most.
About 12–15 minutes. Practice rulings as you go, then a closed-book final of 8 rulings, one of them written. Your results stay in this browser.
Next · §1 How the law reads a yes ↓§1 · Agreement
How the law reads a yes
Chris says the thumb meant “message received.” Kent says it meant “deal.” Both of them were there; only one can win. So the first thing contract law has to settle is not what a contract contains but whose version of an agreement counts.
The answer: neither party’s private version. Courts apply the objective theory of contract — agreement is measured by what a reasonable person in the other party’s position would understand from your words and conduct, not by what you secretly meant. The law reads the outside of your head, because the outside is all the other party ever saw.
The classic case · Lucy v. Zehmer (Va. 1954)
Over drinks in a Virginia restaurant, Zehmer wrote on the back of a check: “We hereby agree to sell to W. O. Lucy the Ferguson Farm complete for $50,000.” He signed it, his wife signed it, and when Lucy tried to enforce it, Zehmer swore the whole thing was a joke between drinking buddies.
He lost the farm. Forty minutes of haggling, a rewritten document, two signatures: to a reasonable observer it looked like a sale, so it was one. What Zehmer privately intended — even if the jury believed him — didn’t matter. Keep this case next to the flax case: same rule, seventy years apart, one in ink and one in emoji.
The objective test does the judging, but it needs two events to judge. An offer is a proposal that shows you’re willing to be bound on stated terms — definite enough that the other side only has to say yes. (Most ads and “would you be interested?” feelers aren’t offers; they invite offers.) An acceptance is any outward sign of taking that deal — words, a signature, conduct, or, the flax court held, an emoji — so long as a reasonable observer would read it as a yes. Context supplies the reading: Chris had closed deferred grain deals with this same buyer for years by texting “ok,” “yup,” and “looks good.” Against that history, a 👍 answering “please confirm” read one way only.
One flag before you take this outside class: a few categories of deals — land sales, deals that can’t be finished within a year, large sales of goods — also need a signed writing under the statute of frauds, a separate hurdle from anything in this lesson. The flax contract faced a version of it, and the court held the signed photo plus the 👍 cleared even that. The check is category, not size: a services deal you can finish within a year — mowing lawns all summer, covering a Saturday shift — needs no writing at all. Formation is today’s subject; the writing rules get their own day.
If no
If no
If no
Defenses (capacity, duress, the statute of frauds’ writing rules) can still defeat a formed contract — they’re separate doctrines, outside this lesson.
Now re-rule the case you called cold at the top — this time with the test in hand.
Next · §2 A promise worth suing on ↓§2 · Consideration
A promise worth suing on
Run the flax facts back with one change. Suppose that spring Kent had texted Chris a photo of an old grain auger — the machine that moves grain into a bin — with: “Getting rid of this. Want it? Yours if you come grab it.” Chris: 👍. Kent never brings it by.
The assent here is at least as clear as in the real case — a direct question, a direct thumb. Yet no court makes Kent hand over the auger. Both questions from §1 pass; something else is missing. That something is consideration, and it’s the reason question 3 sits in the diagram.
Consideration is the deal part of a deal: each side’s promise or performance is given as the price of the other’s. Chris promised flax in order to get $17 a bushel; Kent’s company promised the money in order to get the flax. Lawyers call this a bargained-for exchange. The auger, by contrast, moved one way — a promised gift, and the law does not enforce a promised gift as a contract, however sincere. (Serious reliance on such a promise can matter under a separate doctrine, promissory estoppel — another day.) And no, “come grab it” doesn’t turn it into a bargain: a hoop you jump through to collect a gift isn’t a price the promiser was buying.
Kent → Chris · the version nobody sues over
👍
The flax deal — promises both ways
87 t flax →
← $17 / bushel
Kent’s company
Each promise bought the other · consideration ✓
The auger — a promise one way
free auger →
← nothing asked, nothing given
Gift promise · no consideration ✗
Two refinements, both constant exam bait. First, courts don’t weigh the exchange: a casebook for a dollar is a real bargain if a dollar is what was asked — adequacy of the price is the parties’ business, not the court’s. Second, the exchange has to point forward. Past consideration is no consideration: a promise made after the act it supposedly pays for bought nothing, because you can’t bargain for what already happened.
The classic case · Hamer v. Sidway (N.Y. 1891)
An uncle promised his nephew $5,000 if the nephew gave up drinking, tobacco, swearing, and billiards-for-money until he turned 21. The nephew did. The estate later argued the abstinence was good for him, so it couldn’t be a price. The court disagreed: the nephew gave up freedoms he lawfully had, because the promise asked him to. Consideration can be a benefit received or a freedom surrendered — lawyers call that surrender forbearance — and what matters is that it was bargained for.
Closed book
The final
Eight fresh threads, no reference. Reference locks while this is open. Answer everything, then submit — nothing is scored until you do.
Where you stand
What you can do now
These fill in as you get things right on the first try. Your results stay in this browser.