Logourl black

Empire Machinery Co. v. Litton Business Telephone Systems

Arizona Court of Appeals
566 P.2d 1044 (1977)


In summer 1973, Empire Machinery Co. (Empire) (plaintiff) became interested in acquiring an “interconnect” telephone system from Litton Business Telephone Systems (Litton) (defendant). Murphy, Litton’s National Account Manager, personally contacted Empire and submitted a proposal for the phone system for Empire’s consideration. Empire and Litton entered negotiations. On July 30, 1973, Murphy submitted a letter to Empire stating that “upon receipt of a signed order and deposit” from Empire, Litton would install an interconnect telephone system on Empire’s property. Following receipt of this letter from Murphy, Whitman, Empire’s president, signed an “Equipment Sales Agreement” and delivered to Litton a deposit of $8,546.00 as a down payment. Litton deposited these funds upon receipt. The Equipment Sales Agreement contained a clause stating that the agreement would only become effective and binding after “approval, acceptance, and execution” of the agreement by Litton’s home office. Neither Murphy nor any member of Litton’s home office signed the Equipment Sales Agreement. On August 9, 1973, Empire was instructed by Murphy to send a form letter to Mountain Bell, the telephone service provider, designating Litton as Empire’s representative with authority to act in connection with the installation of the interconnect system on Empire’s property. Empire provided a letter stating that it had formed a “contractual relationship” with Litton. On August 30, 1973, Litton sent a similar letter to Mountain Bell stating that it had formed a “contractual relationship” with Empire. Additionally, Empire, at Litton’s request, purchased approximately $12,000 worth of electrical equipment to support the interconnect system equipment that would be installed by Litton. Finally, on December 3, 1973, Scott, Litton’s service manager, requested a new telephone number for Empire to be put in service as of December 21, 1973. After this date, Litton never shipped nor installed the interconnect system on Empire’s property. Empire brought suit in Arizona state court against Litton alleging breach of contract. The trial court granted summary judgment for Litton on the ground that no binding contract was formed between Litton and Empire. Empire appealed.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Jacobson, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 90,000 law students rely on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 12,195 briefs - keyed to 164 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now