Pennsylvania Co. (P) sued for specific performance under an alleged contract for the Wilmington Trust Co. (D) to sell 23,400 shares of stock of the Toledo, Peoria, and Western Railroad. D was the trustee of a testamentary trust for a McNear who was deceased. P indicated it was willing to buy 23,400 shares at $100 per share and made an offer letter of April 15, 1955. D responded with an acceptance letter, and a chain of correspondence and formalizations occurred over the next few days. A final draft was finally agreed upon subject to the approval of counsel. Another offer was then presented for a price that was $33 more per share than the offer of P. The beneficiaries of the trust insisted that the trustees take the higher offer. D was advised that because there was no binding offer before them from P, they should take the higher offer. Eventually, the sale was consummated at $135 per share. P sued for specific performance demanding the sale at $100 per share. Motions for summary judgment were made by D and P.

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