An Action With the ''Intent to Be Bound'' by a Contract
The leading case on whether "intent to be bound" presents a fact question or a question of law is Foreca v. GRD Development Co., Inc., 758 S.W.2d 744 (Tex. 1988).
In Foreca, negotiations between the parties for the sale of six amusement park rides were held to produce a valid, enforceable contract even though the instrument executed specified that it was "subject to legal documentation." Id. at 745.
The court noted that "in some cases, of course, the court may decide, as a matter or law, that there existed no immediate intent to be bound." Id. at 746.
However, the court held that the conditional language "subject to legal documentation" was not conclusive on the issue of intent to contract, and the resolution of the issue was properly left to the jury. Id.
In Foreca, the proposed agreement used only conditional language, i.e., "subject to legal documentation." Such language could have referred to a condition precedent to the formation of a subsequent contract, or could have been merely referencing a future memorial of an already enforceable contract.
Given the two possible meanings, a finding of ambiguity is understandable.