Law News

A Promise is a Promise

by Bruce Balestier
New York Law Journal
May 19, 1999

A letter written by a woman to her live-in companion, which promised the companion a 50/50 split of the couple's assets if their relationship ended after the two moved together from New York to Atlanta, is an enforceable contract, a Manhattan Supreme Court justice has ruled.

Justice Herman Cahn rejected claims by the woman, Meril Joseph, that the letter was not enforceable because it did not obligate her companion, Christine Oms, to move to Atlanta, and merely set forth a promise by Ms. Joseph, unsupported by any consideration.

"The Writing became an enforceable unilateral contract when [Ms. Oms] accepted the offer or promise by performance in accordance with its terms, i.e. by moving to Atlanta together with [Ms. Joseph]," Justice Cahn wrote in Oms v. Joseph. "At that time plaintiff's move to Atlanta became good consideration for defendant's offer or promise."

Ms. Joseph and Ms. Oms began living together as a couple in 1985 and thereafter jointly acquired assets, including a co-op apartment in Manhattan and a property in East Hampton, L.I. In 1993, Ms. Joseph, an attorney, was asked by her employer to relocate to Atlanta, and the couple discussed an arrangement under which Ms. Oms would give up her career as director of sales for a real estate company, move with Ms. Joseph to Atlanta and handle domestic arrangements for the couple.

In October 1993, Ms. Oms codified the proposed arrangement by dictating a note, written and signed by Ms. Joseph, which read:

Because you are leaving your job and moving with me to Atlanta next month, I want to ensure you that should anything occur between the two of us to split us apart that you and I are to divide our assets 50/50 to reflect the partnership that we share and the life we built together.

The couple moved to Atlanta, where they bought a house as joint tenants with rights of survivorship. But in 1995, Ms. Joseph terminated their relationship. Ms. Oms subsequently filed suit, seeking the equal division of assets spelled out in the October 1993 letter.

Ms. Joseph argued that Ms. Oms's move to Atlanta did not constitute a valid acceptance creating an enforceable contract because Ms. Oms had already decided to move to Atlanta and would have made the move for her own reasons, whether or not Ms. Joseph had made the offer contained in the letter.

But Justice Cahn disagreed, concluding that "[p]laintiff's performance of the act invited by defendant's offer, with knowledge of that offer, was a sufficient manifestation of acceptance, even if she may have had additional or other reasons for performing that act."

Justice Cahn also rejected Ms. Joseph's contention that the letter should be declared unenforceable based on the vagueness or indefiniteness of its language, finding that the letter makes sufficently clear the women intended to come to a binding agreement.

"A determination that the promise made by defendant in the Writing was legally meaningless would defeat the reasonable expectations of the parties, and be a misuse of the doctrine of definiteness, in that it would allow the benefit of the parties' bargain to defendant, while denying such benefit to plaintiff," Justice Cahn wrote.

However, the judge did conclude that the language of the letter was "clearly ambiguous" in that the phrase "our assets" is subject to multiple interpretations. He ordered that a hearing be held as to the parties' intention when they used those words in the letter.

Steven R. Lapidus, of Lapidus & Smith, represented Ms. Oms. Marc S. Koplik, of Marc S. Koplik & Associates, represented Ms. Joseph.