Coley v. Lang
Alabama Court of Civil Appeals
339 So. 2d 70 (Ala. Civ. App. 1976)
Coley (defendant) reached a preliminary agreement with Lang (plaintiff) to buy stock in Lang’s corporation, International Aerospace Services, Inc. (IAS). The preliminary agreement was set out in a duly executed letter, dated September 1, 1972. The letter contained certain terms of the agreement, but also contained the following clause: “We agree together that on or before September 18, this letter agreement will be reduced to a definitive agreement binding upon all of the parties hereto and accomplishing the sale and purchase contemplated by this agreement.” After Coley found that Lang had not obtained certain approvals necessary for the agreement to move forward by September 18, Coley notified Lang that the agreement would not work. Lang brought suit for breach of contract. At trial, Lang testified that in reliance on the letter agreement, he lost out on generating profits for IAS through other ventures, specifically choosing not to bid on two other contracts. The Circuit Court of Mobile County (Circuit Court) found in favor of Lang, ruling that the letter agreement was not binding, but finding for Lang on account of his “reliance upon the representation of the agreement by [Coley].” Coley appealed.
Rule of Law
Holding and Reasoning (Holmes, J.)
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