Klein v. Pepsico, Inc

845 F.2d 76 (4th Cir. 1988)

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Nature of the Case

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Facts

Klein (P) was in the market for a used corporate jet. P contacted UJS (P1), who provided information to P about several aircraft including one owned by PepsiCo (D). The aircraft was inspected, and P gave P1 $200,000 as a deposit on the jet and told P1 to offer $4.4 million for the aircraft. The offer was made subject to a factory inspection satisfactory to the purchaser, and a definitive contract. D counter-offered with a $4.7 million asking price. Eventually, a price of $4.6 million was accepted between P1 and D. P1 then planned to sell the aircraft to P for $4.75 million. This was all confirmed in writing by telex. Formal contracts were sent to P and D. The jet was taken to inspection and a list of repairs to be made was completed. In Finding of Fact number 18, JA 85, Judge Williams declared that a contract had been formed at this point. Eight to eleven cracks on the turbine blades were discovered. D agreed to pay for the repair to the engine. The plane was then used to retrieve D's chairman who then asked that the jet be removed from the market. D refused to tender and refused to negotiate further. D claimed that there was only a mere discussion. P sued for breach of contract and specific performance. The district court found that there was a contract as evidenced by the confirming telexes. The court ordered specific performance after a finding that the aircraft was unique. D appealed.