he Chief Operations Officer (COO) of Holy Spirit Hospital (Holy Spirit) began negotiations with Gary Construction's (Gary) President to build a rehabilitation center wing onto Holy Spirit's location in Cleveland, Ohio. After almost a week of negotiation over the phone and Zoom, on a Friday they met in person and the COO and President came to a common understanding of the project price ($20 million) and timeline (end of 2023), both of which the COO was very concerned about and the two argued over for that past week. Over a celebratory scotch, the COO noted that Holy Spirit's legal would send over a written contract for Gary to look over and sign to formalize the deal.

On the following Wednesday, Gary received a written copy of the contract via email based on the discussion with Holy Spirit's COO. Upon receiving it, Gary made one change to the end delivery date for the work to be completed to mid-2024, signed and emailed it back.

The next day, Thursday, Gary purchased $1 million in supplies for the project and turned down another job which would have paid only $10 million. Later that same day, Gary received a frantic phone call from the COO of Holy Spirit: "The deal is off. I found a more reliable company who came in at a lower price."

Discuss whether Gary Construction has any contractual rights (or any other claim) against Holy Spirit Hospital if Holy Spirit refuses to move forward. Include arguments that both sides may assert, the likely outcome, and damages that may be awarded, if any.