A COURT LESSON IN CONTRACTS

Meetings & Conventions: Planner's Portfolio November 2000 Current Issue
November 2000 PLANNER'S PORTFOLIO:

The Law & the Planner

By Jonathan T. Howe, Esq.

A COURT LESSON IN CONTRACTS

An honored guest, Maya Angelou, is found liable for letting a group down

Recently, a Texas appellate court, in the course of addressing a procedural issue, gave an important review of contract law basics under rather dramatic circumstances.

It all began when Maya Angelou, the former poet laureate of the United States, was notified by phone that the Houston-based African Overseas Union wanted to give her an award for her contributions to African culture in the United States. Angelou asked about the ceremony, to be held Dec. 5, 1998, and was told it would be similar to the coronation of a Nigerian tribal chief Angelou would receive special attire and a carved staff and it would last about three hours. The AOU also wanted to hold a book signing, a luncheon and a dinner before the ceremony.

Angelou noted that she would already be in Houston on the date selected, for a fund-raiser hosted by Living Bank, a nonprofit agency dedicated to organ donation. On July 1, 1998, a follow-up letter was sent to Angelou requesting her written intent to attend the AOU event.

After several exchanges, one of Angelou’s assistants finally notified the AOU, in writing, “It brings me great pleasure to inform you that Dr. Angelou would be honored to accept this award.” The letter enclosed items for use in promoting the event.

Once Angelou’s letter was received, the AOU began its preparations. In early September, the president of the Living Bank called the director of the AOU, concerned that the two events might conflict. As a concession, the AOU agreed to publicize the Living Bank at the award ceremony.

On Dec. 1, a few days before the event, Angelou’s office faxed the AOU that “due to conflicts with her contracted agreements,” she would not appear. The award ceremony was never held, and the AOU sued for breach of contract to recover its costs.

A DEAL IS A DEAL
Angelou contested the jurisdiction of the Texas court, but an underpinning to that question was whether a contract ever existed between Angelou and the AOU.

In order for there to be an enforceable contract, there had to be an offer, acceptance within the terms of the offer, a communication that each party had consented to the terms of the agreement, and execution and delivery of the contract with an intent that it become binding to both parties. The court found all such factors to exist.

Angelou’s lawyers argued there had been no agreement by her to attend, even though she had indicated she would accept the award. The appellate court noted that the AOU offered to bestow the award on a certain date in Houston and to provide her with gifts in exchange for her attendance. Angelou’s written agreement to come to Houston to accept the award was a response to that offer.

Angelou defended the cancellation of her appearance because of an “unforeseen conflict” that the engagement conflicted with her contract with Living Bank. The court found folly in this, since Angelou consented to be at the award ceremony because it coincided with her Living Bank appearance.

IMPRESSIONS COUNT
This case shows that even though there was no written and signed contract per se, Angelou, by her actions and those of her agent, gave the impression of having agreed to appear. Only after the letter from her assistant arrived did the AOU start to plan the award ceremony. Thus, a contract existed.

So beware: Contracts can exist based on a series of events and not necessarily a signature on a document. Be careful when negotiating. The discussions, coupled with events along the way, could lead to the same conclusion: that a contract exists.

Jonathan T. Howe, Esq., is a senior partner in the Chicago and Washington, D.C., law firm of Howe & Hutton, Ltd., which specializes in meetings, travel and hospitality law. Legal questions can be e-mailed to him at [email protected].