Contracts

Fact pattern

Boater owns a small racing sailboat, which he keeps at a private marina. When visiting the marina to take his sailboat out one weekend, Boater came across Sailor, his friend and fellow sailboat owner. Sailor was having a covered structure added to his boat’s dock, which would shelter the boat from inclement weather and provide additional storage space. 

After talking with Sailor, Boater was impressed to learn that the entire structure could be built in about two weeks, and would cost only $5,000. Unfortunately, Carpenter, the man building the structure, was not at the marina when Boater visited. However, Carpenter had told Sailor that he would happily build a structure identical to Sailor’s for anyone Sailor might refer his way. The price would be $5,000, the same amount Sailor paid for his own structure. Upon learning this, Boater was thrilled, and wrote a short note for Sailor to pass along:

Carpenter,

I am just down the marina at dock number 24, and would love for you to build a covered structure for my sailboat just like the one you are building for Sailor. I will pay you $5,000 upon completion. I would love you to start as soon as you finish work on Sailor’s dock.

Boater

Boater then left for a day of sailing. Sailor passed Boater’s note to Carpenter, who was happy to gain a new client. Without notifying Boater, Carpenter completed Sailor’s structure, then moved his tools and materials down to Boater’s dock and began construction there. 

In the meantime, however, Boater reconsidered his offer to Carpenter. Boater had not been to the marina since giving Sailor the note, and was thus unaware that Carpenter had already begun work on Boater’s structure. Boater arrived at the marina the following weekend, hoping to see Carpenter at Sailor’s dock. Boater was surprised to see that Carpenter was already at work at his own dock, and in his annoyance yelled at Carpenter, telling Carpenter that he had no right to be on Boater’s dock. 

Carpenter responded that he had accepted Boater’s offer and was building the structure just as Boater had asked him to. Boater stormed off without forcing Carpenter off his dock, and Carpenter continued his work. At the end of the day, however, Carpenter decided that working for Boater was likely to be more trouble than it was worth, and that he would abandon work on Boater’s dock.

Boater returned the following day to apologize to Carpenter, but was angry to see that only the foundation of the structure had been finished. Boater obtained Carpenter’s contact information from Sailor and called Carpenter to ask if he intended to finish the work. Carpenter declined, and said he had decided to accept other work instead.

Boater has sued Carpenter for breach of contract, arguing that Carpenter was obligated to finish the work on his covered structure.

Questions

1. Should Carpenter have notified Boater before he began construction on the covered structure at Boater’s dock? Explain.
2. When Boater arrived to find Carpenter working on his dock and ordered Carpenter to stop, should Carpenter have immediately ceased work? Explain.
3. Once Carpenter began work and refused to stop when Boater told him to do so, was Carpenter in an enforceable contract, and if so, was Carpenter’s later abandonment of his work a breach of contract? Explain.