Crabtree v. Elizabeth Arden Sales Corp.

Brief Fact Summary. Terms for the Plaintiff, Crabtree’s (Plaintiff), employment with the Defendant, Elizabeth Arden Sales Corp. (Defendant), were laid out in several documents and not all of these documents were signed.

Synopsis of Rule of Law. A document, even if unsigned, might be allowed to support a prior signed document if it either (1) specifically mentions the prior document or (2) obviously deals with the same subject as the prior document.

Facts. During preliminary negotiations for employment, Plaintiff asked for a 3 year employment contract at $25K per annum.  Arden, the Defendant Corporation’s President, offered a 2 year contract based on $20K for 6 months.  Then $25K for 6 months and $30K for 12 months, plus $5K per year in expenses.  Plaintiff replied “interesting.”  Arden then had her secretary draw up a memorandum – Employment Agreement, on a telephone order blank.  A couple of days later Plaintiff telephoned his acceptance and Arden wired back “welcome.”  When Plaintiff showed up for work a payroll card was made stipulating his salary as above that was initialed by a manager.  After 6 months he received the first increase, but not the second increase after 12 months.  Plaintiff spoke with the comptroller who agreed to help Plaintiff fix problem and they filled out another payroll card.  But, Arden refused to approve the increase so Plaintiff left and sued for breach of contract.The trial court found for Plaintiff and awarded $14K.  On a
ppeal the decision was affirmed.

Issue. Can unsigned, supplementary documents be considered part of a written contract?

Held. Yes. Affirmed.
•    If later documents clearly refer to the same subject as a prior signed document, these later documents may be considered part of the written contract even if they are unsigned or if their creators were not intending to draft evidence of a contract.
•    Here (i) all three documents referred on their face to the same transaction and they all agree; (ii) it can have no other meaning and it is allowed to be considered as part of the memorandum and (iii) the unsigned memo was prepared by Defendant’s agent.
•    It is of no consequence that they were not prepared or signed with the intention of evidencing a contract or that it came subsequent to execution.  It is enough that they were signed with intent to authenticate the information contained therein and that such information provides evidence of the terms of the contract.  The SOF does not require the memo to be in one document.  It may be pieced together out of separate writings connected with one another, either expressly or by the internal evidence of the subject matter and occasion

Discussion. The court makes reference to a situation where some documents are signed and others are not.  There is some disagreement among jurisdictions as to what constitutes sufficient connection.