Embry v. Hargadine, McKittrick Dry Goods Co.
127 Mo.App. 383, 105 S.W. 777 (Mo.App. 1907)

  • Embry was employed by Hargadine.  His employment contract was about to expire.  He went to his boss and threatened to quit if he didn’t get a new contract. Hargadine said something that Embry took to mean that Hargadine agreed to reemploy the Embry for another year.
  • Embry was fired in less than a year, and he sued.
  • The Trial Court found for Hargadine.  Embry appealed.
  • The Appellate Court reversed the decision and remanded.
    • The Appellate Court found that the Trial Court had erred when it gave instructions to the jury that not only do you have to find that the conversation happened as Embry claimed it did, but that those particular words constituted a contract.
    • The inner intention of parties to a conversation subsequently alleged to create a contract cannot either make a contract of what transpired, or prevent one from arising, if the words used were sufficient to constitute a contract.
    • The Court found that a contract is formed by outward expressions and excludes all questions in regards to unexpressed intentions. (The objective theory of contract formation.)
    • The Court found that it is a matter of law whether or not the boss’s words could be understood by a reasonable person as agreeing to form a contract.  The case was remanded to go over the version of the events given by Embry and decide whether the boss’s words would constitute assent to a valid contract of reemployment.