Chelsea Industries v. AccuRay Leasing

Citation: Chelsea Indus., Inc. v. AccuRay Leasing Corp., 699 F.2d 58 (1st Cir. 1983).

Factual Background
Appellant, Chelsea Industries, Inc. (“Chelsea”), entered into a lease agreement for a computer system with AccuRay Leasing Corporation (“AccuRay”). Shortly after signing the Lease Agreement documents, Chelsea received a “policy” letter from AccuRay. The letter, which referenced Chelsea’s lease agreement in the subject line, stated that it was “AccuRay’s policy to provide for the conversion of the leased equipment to a purchase at anytime during the lease agreement.” The letter went on to include a chart that equated the number of months left on Chelsea’s 8-year lease to a purchase price that was calculated as a certain percentage of the fair market value.

Upon receiving the letter, Chelsea contacted AccuRay with the intent of exercising the “option,” which they believed the policy letter was intended to convey. However, AccuRay refused Chelsea’s assertion and informed them that the letter was not an option, rather it was merely part of AccuRay’s policy to “provide for the conversion of leased equipment to a purchase price” and that the letter was an “expression of possible basis for a future agreement.”

Chelsea disagreed with AccuRay’s characterization and, as a result, brought an action seeking a declaration by the court that they had exercised a valid option to purchase the computer system.

Trial Court Proceedings
At trial, the district court determined that the letter sent by AccuRay was not an option, rather it was a statement to Chelsea that a future sale of leased goods may be available. In addition, the court determined that even if the letter amounted to an option, it was invalid because Chelsea improperly exercised it.

In reaching these determinations, the court relied upon the “classic merger clause.” In relevant part, the clause stated that the


 * provisions of this Lease Agreement constitute the full and complete agreement between Customer and AccuRay . . . any terms or conditions contained in any documents not expressly incorporated herein are not part of this Agreement.

Since the policy letter in question was sent several months after the initial Lease Agreement was signed, the court concluded that it could not be considered part of the initial agreement. Therefore, Chelsea’s characterization of the letter as an “option” was mistaken and their request for a declaration of the court was denied.

The district court went on to say that even if the letter were a valid option, it was not properly exercised since “the letter. . . required that the entire price. . . be paid in full on the date the conversion took place. Chelsea never made any such tender of performance, nor did it pursue at any time any efforts to determine a fair market value for the system.” Therefore, the court reasoned even if the letter was not barred by the merger clause, it would still fail do to insufficient execution.

Appellate Court Proceedings
On appeal, the court overturned both determinations made by the district court. In doing so, the appellate court found that the letter written by AccuRay to Chelsea converted their original lease agreement into a lease with the option to purchase. Additionally, the trial court erred in finding that Chelsea’s attempt to exercise the option was invalid.

First, regarding the character of the “policy” letter, the court reasoned that the district court’s determination overlooked a key answer given by AccuRay’s negotiator. During his testimony, the negotiator testified that the intent of AccuRay’s letter was to convey a contractual right to “buy out” the rest of the lease. AccuRay’s intent, coupled with the traditional notion that “one is bound not only by what they subjective intend, but by what they lead others to reasonably think they intend,” was enough for the court to find error. As a result, AccuRay’s attempt to mislead Chelsea by sending a letter that appeared to create an option contract, when in actuality the undisclosed purpose was to create the possibility of a purchase in the future was invalid.

Additionally, the court found that the district court's determination regarding the execution of the option was in error. The court reasoned that the “district court lost sight of the principle that when a defendant repudiates an agreement by denying there was one, a plaintiff is under no obligation to go further.” Therefore, when AccuRay rejected Chelsea’s option to purchase the computer system, Chelsea was under no obligation to tender any such funds or performance. As a result Chelsea’s execution of the option was not invalid and the lower court's ruling was reversed.