Yessup Touring II, LLC F/S/O Van Halen v. Baltimore Orioles, Inc.

On April 27, 2004, Baltimore Orioles, Inc. (Orioles) (defendant) sent an offer to Yessup Touring II, LLC (Yessup) (plaintiff) for the services of Van Halen that provided that Van Halen would perform a concert at Oriole Park on September 1, 2004, for a minimum guarantee of $1,000,000. On April 28, Orioles sent a second firm offer to Yessup that contained the same terms, except that it increased the minimum guarantee to $1,500,000. On June 9 or 10, Yessup orally accepted Orioles’ April 28 offer during a telephone conversation and thereafter informed Orioles that it wanted a $750,000 deposit, but the parties disputed whether Orioles agreed to the deposit. On June 9, Orioles sent a third offer that contained the same terms as the April 28 offer, except that it provided Van Halen would cover the cost of the opening act. Yessup alleged it never received the June 9 offer. On June 24, Yessup sent a confirmation letter to Orioles, but the confirmation letter included several terms that were not included within Orioles’ April 28 or June 9 offers. The parties continued to communicate until Orioles’ final letter to Yessup on July 26 indicating that the concert would not go forward. Yessup sued Orioles for breach of contract and breach of implied-in-fact contract, arguing the parties had entered a binding contract. Orioles moved for summary judgment, arguing Yessup could not establish a prima-facie case as to the essential elements of its causes of action because the parties never reached a mutual agreement to a definite proposal.