Ray v. William G. Eurice & Bros., Inc.

Mr. and Mrs. Ray (the Rays) (plaintiffs) owned a piece of property on which they wanted to build a home. The Rays submitted plans and a rough draft of specifications to William G. Eurice & Bros., Inc. (Eurice corporation) (defendant) so that the latter could place a bid on the property. The Eurice corporation employed experienced builders and had previously entered into numerous contracts to build homes. Mr. Ray and John Eurice, a representative of the company, met on January 9 and reviewed seven pages of specifications. Changes were discussed and agreed to, all of which were noted on the seven pages of specifications by Mr. Ray. John Eurice left with a copy of the plan and the corrected specifications for the purpose of making a bid. The Eurice corporation submitted its bid on February 14, which included three pages of specifications that did not agree in many ways with those discussed on January 9. The final contract, drafted by the Rays' lawyer, referenced five pages of attached specifications, which were clearly delineated in the contract and referred to by designation, number of pages, and date. The five pages of specifications were derived from the January 9 seven pages of specifications, as corrected to reflect the changes that Mr. Ray and John Eurice had discussed. The contract additionally stated that no deviation from the specifications was allowed without Mr. Ray’s express permission. Mr. Ray, John Eurice, and Henry Eurice, secretary of the Eurice corporation, met and signed the contract. Mr. Ray left a copy of the contract, including the specifications, with John and Henry Eurice. Mr. Ray submitted the building plan, which included the five pages of specifications, to the bank for the purpose of obtaining financing. Due to a mistake, neither the plan nor the specifications submitted to the bank included any signatures from the Eurice corporation. John Eurice therefore signed the back pages of the plan, as well as those of the specifications, and submitted them to the bank. He did not look at the pages before signing them. On May 8, Mr. Ray met with Henry Eurice. Henry Eurice stated that he had never seen the specifications and refused to build according to them. John Eurice stated that he did not see the specifications until two weeks after he signed the contract. Both Henry and John Eurice maintained that, when they signed the contract, they thought were agreeing to the three pages of specifications in their bid. The Eurice corporation refused to honor the contract, and Mr. Ray filed suit. The trial judge determined that there was mutual mistake because the parties had in mind different specifications when they signed the agreement. The trial court found in favor of the Eurice corporation. The Rays appealed to the Court of Appeals of Maryland.