Conversations left open-ended don’t rise to the level of an offer

In my head it’s still the beginning of the school year, even though at my school we just finished our third week of classes already. This means that, because we only have a one-semester Contracts course, I’m just finishing up contract formation and moving on, and this case is kind of a nice little reminder review about the principles surrounding offers.

The case out of New Jersey, Kristine Deer, Inc. v. Booth, No. C-29-16 (behind paywall), involved a luxury active wear company, K-DEER, for which the defendant, Booth, worked. Booth had several conversations over the course of her employment with K-DEER’s sole shareholder, Kristine Deer, about Booth receiving possible equity interest in the company. However, every one of those conversations was fairly vague. Deer seemed to always finish the conversations with some kind of demurral: that she had to “think about” it more, or that she wasn’t “ready to have the conversation.” Eventually, Booth resigned with an e-mail that read “If you are not willing to pursue an active dialog about ownership I am not interested in working at K-DEER.” 

The parties are now involved in litigation, which included, among other things, Booth’s counterclaim for breach of contract. She alleged that “Deer led [her] to believe she was a partner and had a right to equity in K-DEER,” because she “did not explicitly deny her requests for equity” and called her a “partner” at times. However, the court quoted at length from Booth’s deposition, where she admitted that Deer did not offer her any equity and that, in fact, her unwillingness to do so was why she resigned. Under these circumstances, it was impossible to find an offer from Deer to Booth. There was no expression of commitment on Deer’s part. In fact, all of Deer’s statements seemed to evince the opposite. So the court found no contract existed between the parties. 

As I am teaching my students to do now, the court then moved on, examining Booth’s claim for quantum meruit. However, Booth never alleged that she wasn’t adequately compensated, just that she would have left K-DEER earlier had she realized Deer wasn’t going to give her equity. That did not justify quantum meruit. The court found that Booth had been compensated for all the work she had performed, so there was no unjust enrichment on K-DEER’s part.