Appeal from decree of Court of Common Pleas, Civil Division, of Allegheny County, Jan. T., 1969, No. 1388, in re Joseph M. Field v. Golden Triangle Broadcasting, Inc.
John A. Metz, Jr., with him Metz, Cook, Hanna & Kelly, for appellant.
S. Gordon Elkins, with him Stradley, Ronon, Stevens & Young, for appellee.
Jones, C. J., Eagen, O'Brien, Roberts, Pomeroy, Nix and Manderino, JJ. Opinion by Mr. Justice Nix. Mr. Chief Justice Jones concurs in the result.
The main issue in this appeal is whether an August 14, 1968 letter agreement, executed by the appellee, Joseph M. Field, and by Myron Jones as president and virtually sole stockholder of the appellant, Golden Triangle Broadcasting, Inc., is an enforceable contract. Appellant contends that even though the writing involved is in form an offer and acceptance, its qualifying words are such that it can be construed merely as an arrangement of terms in contemplation of the parties future agreement on a formal contract.
The facts as found by the chancellor and approved by the court en banc insofar as they are relevant to this appeal are as follows: Appellee is an individual residing in the City of Philadelphia and appellant, Golden Triangle Broadcasting, Inc. [hereinafter cited as Triangle], is a Pennsylvania corporation with its principal place of business in Pittsburgh, Pennsylvania. Triangle is a closely held corporation, whose assets consist solely of radio stations WEEP and WEEP-FM in Pittsburgh, Pennsylvania. Myron Jones is, and at all relevant times has been, the president and chief executive officer of Triangle and is the owner of 597 of its 600 authorized and outstanding shares.
During the first half of 1968, appellant, through Jones, was endeavoring to find a satisfactory purchaser for its radio stations and had negotiated with various possible purchasers including appellee Field, through Blackburn & Co., a media broker in Washington, D.C. On or about August 14, 1968, Jack Harvey of Blackburn & Co. arranged a meeting between Field and Jones in Pittsburgh for the evening of August 14, 1968. In advance of the meeting, Harvey prepared a typewritten letter agreement dated August 14, 1968, which he brought with him to the meeting. At the meeting the purchase of radio stations WEEP and WEEP-FM
by Field was discussed and during this discussion, various pen and ink changes were made by Harvey in the text of the typewritten letter agreement and the changes were initialed by Field and Jones. In the early morning hours of August 15, 1968, the parties visited the facilities of the radio stations and after viewing the premises, Field signed the letter and Jones signed the acceptance for the appellant.
On August 15, 1968, Field and Jones resolved which of their attorneys should proceed with the preparation of a formal contract containing the terms and provisions of the letter agreement accepted by them. At the same time Field advised Jones that he was not going to use an existing corporation to complete the purchase but rather would form a new corporation.*fn1 On August 19, 1968, Field sent to Blackburn & Co. his check for $10,000.00 as a deposit pursuant to the terms of the letter agreement. This check was never cashed by the appellant.
On October 11, 1968, after the parties exchanged several documents in preparation for closing the sale, appellant's attorney sent Field's attorney a letter stating that the proposed corporate setup of Field's new corporation, which was going to make the purchase, was completely unsatisfactory to Triangle from a security standpoint. This letter also set forth guidelines as to five minimum requirements that would be satisfactory to Jones. Approximately two weeks later, Field submitted to the appellant the final corporate information
with reference to the corporation he was willing to set up for the purpose of making the purchase. Finally, on November 1, 1968, Jones wrote to Field and stated that since Triangle's minimum security safeguard had not been fulfilled, Triangle would not enter into a formal binding contract for the sale of the properties to Field or his proposed corporation.
Subsequently, Field filed a complaint in equity against appellant for specific performance of the August 14, 1968 letter agreement. The chancellor below found that this writing constituted an enforceable contract and therefore decreed that Triangle convey radio stations WEEP and WEEP-FM to Field. The court en banc dismissed Triangle's exceptions and affirmed the chancellor's findings. From the final decree thus entered, this appeal followed.
Initially, we note that when the evidence is conflicting as to whether the parties intended that a particular writing would constitute a complete expression of their agreement it has been held that it is a question of fact for the trier of fact to determine whether a contract exists. See Associated Hardware Supply Co. v. Big Wheel Distributing Co., 355 F. 2d 114 (3d Cir. 1966); Melo-Sonics Corporation v. Cropp, 342 F. 2d 856 (3d Cir. 1965); Goldman v. McShain, 432 Pa. 61, 247 A.2d 455 (1968); see also Building Mart, Inc. v. Allison Steel Manufacturing, 380 F. 2d 196 (10th Cir. 1967); 3 Corbin Contracts §§ 554, 595 (1960). Since the chancellor found that the letter agreement of August 14, 1968 was intended by the parties to be a valid, binding contract, we will not reverse his finding: "unless it appears that he has clearly abused his discretion or committed an error of law [citing cases] and . . . the findings have the full force of a jury verdict and, if supported by sufficient evidence and if affirmed by the court en banc, will not be disturbed on appeal (Girard
Trust Bank v. Sweeney, 426 Pa. 324, 231 A.2d 407 (1967)). As we stated in Masciantonio Will, 392 Pa. 362, 367, 114 A.2d 362 (1958), 'The test is not whether we, the appellate court, would have reached the same result had we been acting as the hearing judge who saw and heard the witness, "but rather whether a judicial mind, on due consideration of the evidence, as a whole, could reasonably have reached the conclusion of the chancellor."'" Yuhas v. Schmidt, 434 Pa. 447, 453-54, 258 A.2d 616, 619-20 (1969). See Baldassarre v. Rare Metals Derivatives, Inc., 444 Pa. 100, 282 A.2d 262 (1971).
An examination of the record before us discloses ample evidence from which the chancellor could properly have concluded that the parties intended the letter agreement of August 14, 1968 to be a binding contract. At trial it was clearly established that in the Spring of 1968, Triangle had engaged Blackburn & Co. to obtain a purchaser for the radio stations. After another interested party made an offer below Jones' original quotations and also imposed a contingency upon the offer, Blackburn & Co.'s representative, Harvey, suggested that Jones meet with Field who had made three previous oral offers which were rejected in early August, 1968. Harvey's testimony concerning the meeting shows that he called Field and said Jones would meet with him in Pittsburgh. Harvey further testified that he then advised Jones that Field was coming to ...