Question

Three days before leaving for their annual ten-day vacation in Miami, Florida, Owen and Olivia Owner

discovered a substantial leak in their only bathroom shower and determined that no parts were available to
repair it. Becausetheyhad beenthinking about redoing their bathroom anyway, Owners contacted Joe
Contractor to discuss having their entire bathroom area redone whilethey areawayo n vacation. They
stressed to Joe Contractor that it was imperative that all of the work be completed by their return from
Florida on January 15, 2022, because they had only one bathroom ni the house. At the Owners' request,
Joe Contractor prepared a standard written proposal which contained, among other things, the following
provisions:
a. Compensation to be based upon labor plus materials (fifteen percent surcharge on materials);
b. Fixed price for two ivory faucet handles installed, $500;
c. Job to be completed no later than January 15, 2022.
Contractor submitted his signed proposal in writing to the Owners on January 4th, the day before they left
on their vacation. That evening Owen Owner reviewed the proposal. He made one change in the
proposal because he thought that a fifteen percent add-on for materials was too high. Owen crossed out
the fifteen percent and wrote in "ten percent" next ot it. He and his wife initialed this change and then
signed the proposal under the form language which simply stated "Proposal Accepted."
On themorning that the Owners left, January Sth, they dropped offthe original proposal at Contractor's
office with a note which read as follows:
"Dear Joe: Enclosed pleasefind the signed written Agreement for redoing the house bathroom. I
have changed the add-on ofthe materials to ten percent. Good Luck."
This change wasnot initialed by Joe Contractor.
When the Owners returned from Florida on January 15th, they discovered that their bathroomwas in a
complete state ofupheaval and that in fact the work was only half done. In addition, therewas an invoice
on the kitchen table for work which had been completed. The invoice sought reimbursement for labor at
the rate of $18 per hour, materialsat cost plus fifteen percent, and a charge for the installation of two
ivory faucet handles for $1,000. Enclosed was the following explanatory note:
"Sorry I couldn't get the job completed by January 15, as it was impossible to do so because my
only assistant was stricken with spinal meningitis on January 6th, and I have had to do the work all
by myself. Also, I was mistaken in my quotation for the cost ofthe ivory faucet handles, and the
enclosed price represents my cost only with no extracharges. I will be on the job tomorrow and
hope to complete it within the next three to fourdays."

Owen Owner immediately called Joe Contractor and fired him for failure to complete the job within the
required time frame. Owen refused to pay Joe anything more than ten percent on materials andadvised
Joe that his labor charge of$18 per hour was a"rip-off ni view of the fact that the going rate for this type
of work in the community is $12 per hour. Further, Owen Owner advised Joe Contractor that he refused
to pay anything more for the ivory faucet handles than the $500 quoted to him.In addition, Owen
claimed an offset against Joe's bill for loss of use of his bathroom facilities and for any damages he might
sustain in the future for being without his bathroom. Joe told Owen that he would be willing to complete
the job "right away" at a labor rate of $12 per hour and materials plus ten percent. Owen refused,
although he admitted that he had no quarrel with the quality ofthe work Joe had done so far. Owen has
determined that no other contractor can get started on the job for at least two weeks.

Joe comes to see you foradvice on this problem. Please analyze Joe's legal rights and possible labilities.

Answer 1

Joe Contractor has rights under the terms of the original proposal, but the amendment made by the Owners raises questions about contract formation. Impossibility of performance may excuse Joe's failure to meet the deadline, but he must prove it was unforeseeable. Also, Owen's refusal to pay could constitute a breach of contract if valid terms were established.

Step-by-step explanation:

Joe Contractor's legal rights and potential liabilities depend on the contract that was amended and not countersigned. The original proposal by Joe became an open offer once the Owners altered the terms and made a counter-offer. Without Joe's acceptance of the modified terms, specifically the ten percent surcharge on materials, no binding contract with these new terms may exist.

However, Joe began work, which could imply acceptance of the terms by performance, but this could be contested. Concerning the completion date, Joe's excusable delay due to his assistant's illness could be argued under the doctrine of impossibility of performance, although this often requires the impossibility to be unforeseeable, and the burden to prove this lies with Joe.

The pricing discrepancy for the ivory faucet handles suggests a possible mistake on Joe's part, which could permit him to adjust the price if he can demonstrate that a mistake was made and that the Owners knew, or should have known, about the mistake. In absence of an agreement on price, Joe may only be entitled to the reasonable value of his services, which could be influenced by the market rate Owen mentioned. Owen's firing of Joe and refusal to pay the agreed amounts could be a breach of contract if a contract was in fact formed and Joe was willing to cure any defaults.