FACTS: On September 4, 1969, the plaintiff entered into a written contract with the defendant for the supply of steel at a fixed price for 3 building projects (specifically, the University project called for 2 buildings to be erected). Prior to the commencement of construction of the 1st of the two building for the University Project, the plaintiff announced a price increase. On October 22, 1969 the parties entered into a new contract for the supply of steel for the 1st building at the increased price. While the 1st building was still under construction, the plaintiff announced a 2nd price increase. On March 1, 1970, the parties entered into an oral agreement for the supply of steel for the 1st building reflecting the 2nd price increase. Further to their oral agreement on March 1, a written contract was sent to the defendant, but was never executed. The defendant continued to accept deliveries of the steel, but failed to make full payments against invoices reflecting the 2nd price increase. The plaintiff sued for breach of contract for the balance owing. The trial judge dismissed the plaintiff's claim and the plaintiff appealed. LEGAL ISSUE: Was the oral agreement (reached on March 1) legally binding or did it fail for want of consideration? HELD: Appeal dismissed, judgment for defendant RATIO: In amending a contract, both sides must provide fresh consideration In order to argue that there was an implied recission you must prove that both parties agreed to rescind the contract in total rather than merely changing one aspect of it Estoppel cannot be used as a sword REASONS FOR JUDGMENT: The oral agreement was unenforceable for want of consideration. There was no consideration on the part of the plaintiff for the defendant to pay the increased price since the plaintiff was already bound, before the oral agreement was entered into, to deliver the steel at the original price agreed to in the written contract of October 22, 1969. 1) The court rejected the argument that in substituting a new price in the oral agreement, the parties intended to rescind the original contract. This was because they were only changing one part of the previous agreement (money). 2) There was also no consideration in the promise of a "good price" on the 2nd building for agreeing to pay the increased price on the 1st. The plaintiff fell short of making any commitment in this regard. Plaintiff had said that giving a good deal on the next building was consideration...too vague to be real consideration though 3) The court also found no consideration in the increased credit afforded by the plaintiff to the defendant as a result of the increased price. (not consideration of "real substance") It had been argued that by raising the price, the amount of credit granted was increased, which could be consideration 4) Furthermore, a plaintiff cannot found his claim in estoppel (a shield, not a sword). The fact that the defendant did not reject the invoices reflecting the higher price did not mean that he agreed to them, and therefore, did not mean that he was prevented from later repudiating them.

(a) Facts (name of the case and its parties, what happened factually and procedurally, and the judgment)

(b) Issues (what is in dispute)

(c) Holding (the applied rule of law)

(d) Rationale (reasons for the holding

(e) In your opinion, does the court's decision make sense? Give reasons for your opinion.