This case stems from a rocky relationship between two Texans. Lawrence Shipley was the president of Shipley Do-Nut Flour & Supply Co., and Andrea Vasquez was a substitute school teacher in the Harlandale Independent School District. The two began dating when Vasquez approached Do-Nut to request that the company take part in a school fundraiser. Following a pregnancy, Shipley ended the relationship with Vasquez after she decided not to have an abortion.
However, Vasquez miscarried the baby. Following a car accident, Shipley and Vasquez finally reconciled, and Vasquez moved to Houston to live with Shipley.
In November 1999, Vasquez became pregnant with Shipley’s child again. Vasquez moved to San Antonio to live with her parents again while maintaining a long-distance relationship with Shipley. Unfortunately for Vasquez, she was charged with manslaughter for the previous accident and was sentenced to 10 years in prison after entering a plea deal. Shipley subsequently filed suit to claim parentage of the newborn child, and both parties agreed that Shipley would pay \($600\) per month for child support. Vasquez’s parents took care of the child, and Shipley paid them the child support.
Vasquez was eventually released from prison in 2008 and resumed contact with Shipley. By this point, Shipley was married and the father of two boys.
Between 2008 and 2012, Shipley voluntarily increased the monthly child support payment to \($1,500\) a month and convinced Vasquez to move out of her parents’
home, offering and remitting payments for a home lease and a used Lexus SUV. Shipley also agreed to pay for the child’s private school tuition. At this point, Shipley had not actually met the child yet.
In mid-2012, Shipley and Vasquez finally made plans for Shipley to meet the child. The meeting did not go well. The child ran from lunch and cried in the bathroom. Shipley’s and Vasquez’s relationship crumbled and, later that year, Shipley ceased to pay anything other than than \($1,500\) per month for child support.
In the ensuing trial, the jury answered “yes” to the following questions:
“Did [Shipley] and [Vasquez] agree in November 2011 that [Shipley] would take care of [Vasquez] so long as their daughter was a child and living under [Vasquez’s] roof and in exchange [Vasquez] would raise their daughter like a Shipley?”
The jury found Shipley breached an oral agreement and awarded Vasquez \($216,000\) in damages. Shipley moved for a judgment notwithstanding the verdict and the trial court rejected it. Shipley appealed.
JUDGE ALVAREZ An agreement “is legally binding only if its terms are sufficiently definite to enable a court to understand the parties’ obligations.” Whether an agreement fails for indefiniteness is a question of law to be determined by the court. The terms of an oral contract may be proven by either circumstantial or direct evidence. Evidence includes “the communications between the parties and the acts and circumstances that surround those communications.”
Shipley contends the oral agreement is insufficiently certain to enable a court to understand the parties’ obligations. At most, Vasquez proved that Shipley promised to “take care of” her and, that in exchange, she promised to raise their daughter “like a Shipley.” Specifically, Shipley contends the agreement is indefinite regarding Vasquez’s obligations, Shipley’s obligations, and the period of time under which the parties were obligated to perform.
Vasquez counters that the jury found the existence of an oral agreement and the jury’s definiteness finding is bolstered by the surrounding circumstances, which supplied meaning and limits to the terms, and sufficiently informed the finding that Vasquez and Shipley each understood their obligations under the agreement.
…The jury found that, in November of 2011, Shipley and Vasquez agreed “that [Shipley] would take care of [Vasquez] so long as their daughter was a child and living under [Vasquez’s] roof and in exchange [Vasquez] would raise their daughter like a Shipley.” Although not all terms in a parties’ agreement are essential, the terms “take care of” and “like a Shipley” in this agreement are “vitally important elements of their bargain.”
By themselves, the terms “take care of” and “like a Shipley” are indefinite as a matter of law. But we also consider “the communications between [Shipley and Vasquez] and … the acts and circumstances that surround those communications.”
Viewing the evidence in the light most favorable to the verdict we nevertheless conclude there is no evidence that makes the terms “take care of” or “like a Shipley” reasonably definite and certain. Because the essential terms are not reasonably definite and certain, the oral agreement is not enforceable.
The jury found (1) Shipley and Vasquez made an oral agreement, (2) Shipley breached it, and (3) \($216,000.00\) in damages. The trial court rendered judgment on the verdict and awarded Vasquez damages, certain costs of court, and post judgment interest. Because the essential terms of Vasquez and Shipley’s oral agreement were not reasonably definite and certain, Shipley was entitled to judgment notwithstanding the verdict.
REVERSED in favor of Plaintiff.
CRITICAL THINKING:
What additions to the terms “take care of” and “like a Shipley” would make those terms definite?
ETHICAL DECISION MAKING:
How well does this decision hold up under examinations of ethicality, such as the public disclosure test and the universalization test? Do you think Alvarez took such examinations into account in reaching this decision? Why or why not?