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Fujimoto v. Rio Grande Pickle Co.

    Brief Fact Summary. Two individuals entered into an employment contract with a company.  The parties signed their contracts, but failed to return them to the company.

    Synopsis of Rule of Law. Acceptance of a contract need not be written or oral, sometimes symbols or nonverbal communication provides the requisite assent.

    Facts. The Plaintiffs, George Fujimoto ("Mr. Fujimoto") and Jose Bravo ("Mr. Bravo") (the "Plaintiffs"), entered into employment contracts with the Defendant, Rio Grande Pickle Co. (the "Defendant").  The Plaintiffs' contracts included profit sharing bonus provisions.  The parties had orally agreed that the Plaintiffs' would be paid a salary plus a 10% bonus "of the company's annual profits."  The Plaintiffs were sent written contracts, but they "did not specify how the offers could be accepted or how the acceptances should be communicated to the company."  The Plaintiffs signed the contracts, but did not return them to the Defendant.  The Plaintiffs were under the impression that these contracts were binding, so they continued working for the Defendant for fourteen extra months.  The Plaintiffs did not receive a bonus so they sued for damages.  The lower court decided the Plaintiffs properly accepted.

    Issue. Could the offers "which by their terms did not specify the means by which they could be accepted, [ ] be accepted by a mode other than the return of the signed instruments?"

    Held. Yes.  The court first observes "[n]either written offer specified a particular mode of acceptance, and there is no evidence that Rio Grande ever manifested any intent that the offers could be accepted only by the return of the signed instruments."  The court then observes "[t]he record is replete with evidence that the company conditioned the bonus offers primarily upon the offerees remaining in the company's employment and that the employees understood that they did not have to return the signed contracts in order to have contracts under which they would each get a ten per cent bonus."  The next question then was whether the Plaintiffs adequately voiced their acceptance.  The requisite assent must "clearly express[ ] an intention to accept the specific offer."  Acceptance need not only be written or oral, sometimes symbols or nonverbal communication provide the requisite assent.  The court then recognizes based on the facts before it, there is substantial evidence demonstrating the Defendant was aware of the Plaintiff's acceptance.  Most importantly, the fact the Plaintiffs would have quit if the bonus provisions were not included in their compensation packages.  Also, the fact they did keep working.

    Discussion. This case demonstrates how acceptance of a contract need not be written or oral, but only clearly communicated.


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