Gibson v. Cranage

Michigan Supreme Court · Contracts

Contractssatisfaction clausesassumpsitexpress contractsatisfaction clauseportrait contractcondition to paymentpersonal taste

Facts

Plaintiff solicited defendant to order an enlarged portrait of defendant's deceased daughter from a small photograph. According to the parties' testimony, the agreement was that defendant would only have to accept and pay for the portrait if it was satisfactory to him, with defendant stating that if it was not perfectly satisfactory in every particular he need not take it or pay for it. When the finished portrait was shown to defendant, he was dissatisfied and refused to accept it. Plaintiff sent it back for changes, but defendant then wrote that the original picture was unsatisfactory, declined to take it or any similar picture, and countermanded the order; later he also refused to inspect the altered picture before trial.

Issue

When an express agreement provides that a portrait must be satisfactory to the buyer before the buyer must accept or pay for it, may the seller recover the contract price by showing that the portrait was objectively good or that the buyer ought to have been satisfied?

Rule

Where parties deliberately make an express agreement that a portrait or similar work must be satisfactory to the purchaser before acceptance or payment is required, and the agreement is free from fraud, mistake, and public-policy defect, the purchaser is the only person entitled to decide whether he is satisfied. If the purchaser is not satisfied, the condition to payment has not been performed, even if others would regard the work as excellent.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In Milwaukee, Nora Kim hired painter Daniel Reese to create a hand-painted memorial portrait of her late brother from an old snapshot. Daniel agreed that Nora would pay $2,400 only if the finished portrait was satisfactory to her in every particular; when he delivered it, Nora said it did not capture her brother and refused to accept it, though several local artists praised the work.

If Daniel sues Nora for the contract price, what is the strongest argument for Nora under the governing rule?

Explanation. The majority rule enforces an express agreement that a portrait must be satisfactory to the purchaser before acceptance or payment is due. In a matter of personal satisfaction, the purchaser is the one entitled to decide whether she is satisfied, so third-party views or objective quality do not substitute for the agreed condition. Because Nora was not satisfied, Daniel cannot recover the contract price. (Derived from Gibson v. Cranage (n.d.).)