Brown Bros. Elec. Contrs. v. Beam Constrs. Corp

In Brown Bros. Elec. Contrs. v. Beam Constrs. Corp. (41 N.Y.2d 397, 361 N.E.2d 999, 393 N.Y.S.2d 350 [1977]), a landowner entered into a written agreement with a general contractor for the construction of a shopping plaza. The general contractor in turn contracted with Brown, a subcontractor, for electrical work. When the general contractor failed to pay Brown, the owner requested that Brown complete the work, which Brown did. When Brown submitted its bill for services to the owner, the owner refused to pay on the basis that it had never executed a written contract with Brown. After trial, the lower courts found that there was an enforceable agreement, and this Court agreed that "the course of conduct between [the owner] and Brown, including their writings ... was sufficient to spell out a binding contract," notwithstanding the failure of the parties to sign an integrated agreement (Brown, 41 N.Y.2d at 399). The Court concluded that the absence of an executed document did not end the inquiry, stating: "In determining whether the parties entered into a contractual agreement and what were its terms, it is necessary to look . . . to the objective manifestations of the intent of the parties as gathered by their expressed words and deeds . . . "And, while it is the responsibility of the court to interpret written instruments . . . , where a finding of whether an intent to contract is dependent as well on other evidence from which differing inferences may be drawn, a question of fact arises" (Brown, 41 N.Y.2d at 399-400). Thus, under the analysis in Brown, an unsigned contract may be enforceable, provided there is objective evidence establishing that the parties intended to be bound (see also Matter of Municipal Consultants & Publs. v. Town of Ramapo, 47 N.Y.2d 144, 390 N.E.2d 1143, 417 N.Y.S.2d 218 [1979] [publishing contract was enforceable even though it was never signed by a representative of the town]).