Gibson v. Cranage
Citation and Court
Gibson v. Cranage, 39 Mich. 49 (Mich. 1878)
Facts
Gibson contracted with Cranage to make an enlarged portrait from a photograph. The parties agreed that Cranage would be the sole judge of whether the portrait was satisfactory, and that he would only have to pay if he approved it. When the portrait was delivered, Cranage rejected it as unsatisfactory and refused to pay. Gibson argued the rejection was unreasonable and the portrait was objectively good.
Issue
Whether a condition precedent to payment—requiring the personal satisfaction of the recipient—is strictly enforceable even if the recipient’s rejection is unreasonable, when the subject matter is one of personal taste or aesthetics.
Holding
The Michigan Supreme Court held that Cranage was not required to pay because his personal satisfaction was a condition precedent to payment, and in matters of personal taste he was the sole judge; his rejection, even if unreasonable, terminated any obligation to pay.
Rule / Doctrine
Where a contract makes payment expressly conditional on the personal satisfaction of one party, and the subject matter involves personal taste or aesthetics, the condition is strictly construed and the party’s honest dissatisfaction—even if unreasonable—excuses his obligation to pay. A court will not substitute its judgment for that of the party whose satisfaction was contractually required.
Significance
The leading case for the subjective satisfaction standard in personal-taste contracts. Establishes that when the parties agree to a satisfaction clause in aesthetic contexts, the promisor’s honest but unreasonable rejection is still a complete defense to a payment claim.