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Luciano v. Cline

A-0074-06T2 (N.J. Super. App. Div. 2008) (Unpublished)

CONTRACTS — When parties agree on the essential terms and manifest an intention to be bound by those terms, they have created an enforceable contract which can be confirmed with words of affirmation, even if expressed well after the agreement has been made.

A woman sued a friend for repayment of an alleged loan. She and the purported borrower were “courting and subsequently engaged.” According to the woman, a time came when the man “was in need of some money for a deposit for an apartment.” According to her, she offered to lend him the money and he told her that “he would make payments on that to reimburse [her] and [they] discussed payment of $500.00 per month until he paid off the balance.” A time came when she emailed him for an itemization of her expenses asking him to repay something from his bonus check even it wasn’t the entire amount. The man, by email, wrote: “I will. Talk soon, kinda beat. Take care and keep those prayers a going.” She also proffered voicemail messages on her cell phone on her cell phone that she asserted “discuss[ed] talking about repayment.” The contents of those messages were not in the record. The lower court would not find an enforceable contract. It believed that this was merely a failed relationship and that the “monies were paid toward the rental of an apartment that the two [] were to reside in.” It held that “[n]ot every provision of money to another constitutes a contract that is enforceable in a Court of law.” Consequently, the lower court ruled against the woman.

On appeal, the Appellate Division thought otherwise. It found that the lower court had erred when the lower court found no “meeting of the minds.” In particular, it looked at the man’s email statement to the effect that “I will,” and found that to be “sufficient to establish his intent to repay.” It found that the voicemail messages were ambiguous or unimportant because according to the Court, the man’s email message was unambiguous. In the words of the Court, “if parties agree on essential terms and manifest an intention to be bound by those terms, they have created an enforceable contract.” It believed that the woman presented proof of both elements of an enforceable contract and reversed the lower court’s decision, remanding the matter to lower court for entry of a judgment in favor of the woman.


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