Also known as: emptio venditio · emptio · venditio · contract of sale · Roman sale
Written by attorneys · grounded in primary & secondary sources — see below
A contract of sale in Roman and civil law. Agreement on the thing sold and its price creates mutual rights and duties enforceable by the buyer through actio empti and by the seller through actio venditi.
Eugene Ellsworth listed his waterfront warehouse with Everest Holdings under an exclusive agreement. Everest Holdings presented a buyer who signed a firm purchase contract at the full asking price with no financing contingency. Ellsworth later refused to close and withheld the commission, claiming the buyer lacked ability. The executed contract of sale fixed the broker's right to payment despite the seller's later refusal.
Ezra Eastman offered to sell his farm to Ella Emerson during an evening discussion. Emerson accepted the stated price and the parties signed a memorandum of the deal. Eastman later insisted the conversation had been in jest and refused to convey. The signed memorandum established a binding contract of sale under the objective standard of mutual assent.
Select any source to read its text and confirm it supports the definition.
Edgewater Capital advertised a specific fur coat for sale at a fixed price in its window. Emma Erickson arrived first and tendered the exact amount. The store refused to sell, claiming the advertisement was only an invitation. The advertisement plus tender formed a contract of sale obligating delivery of the coat.
Evelyn Ellison contracted to sell a controlling block of shares in Equinox Energy to Ewan Eckhart at a set price per share. The agreement included a clause requiring immediate transfer upon payment. Ellison later sought to avoid the deal by claiming inadequate consideration. The executed share purchase contract bound both parties to complete the sale.
Echo Systems purchased a vehicle component from a manufacturer and resold the finished car to a consumer. The consumer suffered injury when the component failed. Echo Systems argued lack of direct contract with the injured buyer. The underlying contract of sale between manufacturer and assembler established the chain of liability reaching the ultimate purchaser.
Everest Holdings sold its bottling assets under a contract that included an existing labor agreement. Golden State Bottling Co. later acquired the assets and continued operations. The purchaser refused to honor the prior labor terms. The asset purchase contract transferred the obligations to the successor entity.
Agreement on the specific thing to be sold and on the price creates the contract. Both parties then acquire enforceable rights and duties. The buyer may sue to compel performance through actio empti, and the seller may sue through actio venditi.
Supporting sources
Yes when the listing agreement so provides. The broker earns the commission by producing a buyer ready, willing, and able or by the mere signing of the contract. A seller may not later refuse to close in bad faith and then deny the commission.
Supporting sources
A party's undisclosed intention is irrelevant if words and acts manifest agreement under a reasonable standard. Mutual assent is judged solely from expressions communicated between the parties. This prevents a seller from later claiming the deal was only a joke.
Supporting sources
…Terminal site enjoyed a tax exemption,[^maj-19] remained suitable for its present and future uses, and was not the subject of a contract of sale, there were no further administrative remedies available to appellants as to the Breuer I and Breuer II Revised plans. See n. 13, supra. Further, appellants did not avail themselves of…