This Article revisits Lucy v. Zehmer, a 1950s Virginia Supreme Court ruling that has become a staple in most contracts courses in American law schools. The colorful facts are well known to nearly all law students: Lucy and Zehmer met one evening in December 1952 at a restaurant in Dinwiddie, Virginia, and, following several drinks and much verbal banter, Zehmer wrote a contract on a restaurant bill, in which he agreed to sell his farm to Lucy for $50,000. Zehmer later insisted that he had been intoxicated and had thought the entire matter was a joke. He testified that he had been "high as a Georgia pine" and merely bluffing to try to get Lucy to admit that he did not actually have $50,000. Upholding the contract, the court ruled that regardless of Zehmer’s intent, his outward behavior could reasonably be construed to suggest that he had been serious. The court thus invoked what is known as the "objective theory of contract formation."
Our findings suggest that the court misinterpreted the contractual setting surrounding that December evening in 1952. Our research uncovers several discoveries: (1) Lucy, acting as a middleman for southern Virginia’s burgeoning pulp-and-paper industry, sought the Ferguson farm for its rich timber reserves; (2) Lucy was one of scores of aggressive timber middlemen in the region who eagerly sought valuable timberland and prompted a chaotic landgrab, leaving a wake of shady transactions and colorful litigation; and (3) within eight years of winning injunctive relief from the Virginia Supreme Court and purchasing the Ferguson farm from Zehmer for $50,000, Lucy earned approximately $142,000 from selling the land and its natural resources. These findings call into question the court’s assertion that $50,000 was a fair price, its conclusion that Zehmer’s actions indicated contractual intent, and its confidence that the objective method captured the relevant background in which Lucy’s and Zehmer's exchange took place. More generally, these findings suggest that conclusions reached by the objective method are highly dependent on both the facts that are retold and the context in which those facts occurred, and that historical analysis can meaningfully illustrate the limits of legal doctrines.
Barak D. Richman & Dennis Schmelzer,
When Money Grew on Trees: Lucy v. Zehmer and Contracting in a Boom Market,
61 Duke Law Journal
Available at: https://scholarship.law.duke.edu/dlj/vol61/iss7/3