Aspironal Laboratories, Inc. v. Rosenblat

• Decision Date: 21 August 1925
• Docket Number: 15824.
• Citation: Aspironal Laboratories, Inc. v. Rosenblat, 129 S.E. 140, 34 Ga.App. 255 (Ga. App. 1925)
• Parties: ASPIRONAL LABORATORIES, INC., v. ROSENBLAT.
• Court: Georgia Court of Appeals

129 S.E. 140

34 Ga.App. 255

ASPIRONAL LABORATORIES, INC., v. ROSENBLAT.

No. 15824.

Court of Appeals of Georgia, Second Division

August 21, 1925

Syllabus by Editorial Staff.

A "unilateral contract" is one where obligation incurred rests on only one of contracting parties, for reason that consideration of other party has already been fully executed, but term "unilateral" is commonly employed to express lack of mutuality.

A "bilateral contract" is one in which are embraced reciprocal duties and obligations.

Obligation of bilateral contract to be enforceable must have element of mutuality.

Mutuality of bilateral contract is lacking when only one party is bound to perform, and agreement cannot be enforced as against the other.

Where contract is within Civ. Code 1910, § 3222, then writing, in order to evidence mutuality, and consequently to be binding must be signed by party to be charged, or authorized agent and must also be signed or otherwise accepted by the opposite party.

Generally object of a signature to a contract is to show mutuality or assent, but these facts may be shown in other ways.

Where person sought to be charged has signed, and acceptance by opposite party can be inferred by part performance, agreement is not necessarily inoperative from fact that both have not signed, unless instrument itself, as condition to validity of agreement requires that both sign, in which event, in absence of mutual signatures, it cannot be enforced, but parties are liable according to its terms to extent that same has been actually executed.

Where sales contract relating to entire shipment had been more than two-thirds performed by seller and buyer, there could be no question that contract signed by seller only had been accepted by buyer.

Contract for sale of menthol, which provided that seller should not be bound to tender deliveries under contract, held not to lack mutuality, where such provision, when construed with context, did not mean that seller need not deliver, but that, if buyer should fail to order out goods during intervals specified, seller should not be required to make tender thereof.

Error from Superior Court, Fulton County; E. D. Thomas, Judge.

Action by Samson Rosenblat against the Aspironal Laboratories, Incorporated.Judgment dismissing the petition on demurrer was reversed on certiorari to the superior court, and defendant bringes error.Affirmed.

W. J. Laney and John P. Haunson, both of Atlanta, for plaintiff in error.

Carl Lancaster and Walter McDaniel, both of Atlanta, for defendant in error.

Syllabus OPINION.

JENKINS P.J.

1.Strictly speaking, a unilateral contract is one where the obligation incurred rests upon only one of the contracting parties, for the reason that the consideration of the other party has already been fully executed; this, as distinguished from a bilateral contract, in which are embraced reciprocal duties and obligations, but the term unilateral is frequently and commonly employed to express a lack of mutuality.

2.The obligation of every bilateral contract, in order to be enforceable, must have the element of mutuality, and it is lacking when only one of the contracting parties is bound to perform and the agreement could not be enforced as against the other.

3.Where the contract is such as under the statute of frauds must be in writing in order to be binding, and there is nothing to take it out of the provisions of that statute the writing, in order to evidence mutuality and consequently to...