Davis v. Jacoby
Citation: 1 Cal. 2d 370 (1934)
Facts
Uncle Whitehead wrote to his niece’s husband, Caro, promising to leave his and his wife’s estate to the Davises if they would come to California to care for him and his wife during their remaining years. The Davises wrote back promising to come, then came. Whitehead died before executing a new will. The estate refused to honor the promise.
Issue
Was Whitehead’s promise a unilateral offer (requiring performance, not a promise, to accept) or a bilateral offer (accepting by making a counter-promise to come)?
Holding
The offer was bilateral. The court held that when an offer is ambiguous as to whether acceptance must be by performance or by promise, courts prefer to interpret it as an offer for a bilateral contract. The Davises’ written promise to come constituted acceptance, forming a binding contract.
Rule
Bilateral vs. unilateral contract: When an offer is ambiguous as to whether it invites acceptance by performance or by promise, courts prefer the construction that leads to a bilateral contract. A promise to come and care for the uncle was sufficient acceptance. The preference for bilateral contracts reflects practical convenience — the parties know they have an agreement without waiting for full performance.
Significance
- Classic case on the distinction between unilateral and bilateral offers
- The presumption in favor of bilateral contracts avoids the problem of an offeror revoking before full performance
- Under modern Restatement (Second) § 32: when it is doubtful whether an offer invites a promissory or performative acceptance, the offeree may accept either way
- Distinguished from true unilateral offers (like rewards), where only performance — not a promise — constitutes acceptance