Centerville Builders, Inc. v. Wynne, 93-1078 (1995)

MOTION FOR RECONSIDERATIONBefore this Court is J. Brendan Wynne's (hereinafter "defendant") motion for reconsideration of a decision denying defendant's motion for judgment on the pleadings.

In support of defendant's motion for reconsideration, defendant alleges that his promise to sell the subject property became an illusory promise after defendant deleted Condition No. Nine of the Offer to Purchase. Condition No. Nine of the Offer to Purchase states that the Offer to Purchase is "subject to seller ceasing negotiations with any and all other parties on purchase of subject property." Since defendant crossed out this condition, defendant states that no binding contract was formed between the parties.

The law requires mutuality of obligation as a prerequisite to a binding bilateral contract. Crellin Technologies, Inc. v.Equipmentlease Corp., 18 F.3d 1 (1st Cir. 1994); Law v. LawTrucking Co., 488 A.2d 1225, 1228 (R.I. 1985); see generally,Williston on Contracts § 1:17, at 44 (4th ed. 1990). To show mutuality of obligation, both parties must have been legally bound through the making of reciprocal promises. Crellin, at 7-8. When "a promise that is conditional on some fact or event that is wholly under the promisor's control and his bringing it about is left wholly to his own will and discretion," VickersAntone v. Vickers, 610 A.2d 120, 123 (R.I. 1992) (quoting 1Corbin on Contracts, § 149 at 657 (1963)), then an unenforceable illusory promise is made.

In the instant case, by deleting Condition No. Nine, the provision that required defendant to cease negotiations, the defendant reserved the right to negotiate with other parties for the purchase of the property. This reservation created an illusory promise. In effect, defendant's promise to sell the property to Centerville Builders was left "wholly to his own will and discretion." Vicker Antone, at 123. Since an illusory promise does not create a promise upon which to enforce a contract, Restatement (Second) of Contracts § 2, Comment e (1979), this Court must and does reverse its prior decision.

Accordingly, after reconsideration of the prior decision in the above-entitled matter, this Court grants defendant's motion for judgment on the pleadings.

Counsel shall prepare the appropriate order for entry.