Case
Lucy v. Zehmer
Answer: Lucy v. Zehmer. In 1954, the Virginia Supreme Court ordered specific performance of a farm sale memorialized on a restaurant check, rejecting the seller’s claim it was a drunken joke. ([law.cornell.edu](https://www.law.cornell.edu/wex/contract?trk=article-ssr-frontend-pulse_little-text-block)) The court applied the objective theory of assent: what matters are outward words and acts as a reasonable person would understand them, not secret intent. ([law.cornell.edu](https://www.law.cornell.edu/wex/acceptance)) Because the deal was for land, a signed writing—even an informal one—satisfied the Statute of Frauds. ([law.cornell.edu](https://www.law.cornell.edu/wex/statute_of_frauds))
Rule to remember
Lucy v. Zehmer (Va. 1954) establishes the objective theory of assent: a contract may form despite a party’s claimed joke if outward manifestations would convey commitment to a reasonable person; the writing on the restaurant check satisfied the Statute of Frauds, and specific performance was ordered.
Key elements and checks
- Objective mutual assent: judged by a reasonable person from words and conduct, not secret intent.
- Outward manifestations control over undisclosed reservations.
- Intoxication defeats assent only if it destroys capacity to understand the transaction.
- Statute of Frauds for land: a signed writing with essential terms can be informal and still suffice.
- Specific performance is a typical remedy for unique real property sales.
- Distinguish jest/negotiation from present, serious commitment signaled by signatures and concrete terms.
In the source’s words
“Acceptance is judged objectively, but can either be expressly stated or implied by the offeree's conduct.”
acceptance | Wex | US Law | LII / Legal Information Institute
“the Virginia Supreme Court upheld a contract written on a restaurant napkin”
contract | Wex | US Law | LII / Legal Information Institute
State variation: Statute of Frauds scope and signature formalities vary by jurisdiction; courts uniformly articulate mutual assent in objective terms, even when using “meeting of the minds” language. Thresholds for intoxication-based incapacity and specific-performance standards also vary by state.