State Steel Supply sued the project owner A&M Composting for unpaid steel after Clark Building Systems failed to pay. State Steel claimed a letter from the owner offering direct payment was a binding contract. The court ruled against State Steel because the supplier's own testimony showed it never actually believed the letter was a binding agreement. This means optional payment offers won't create enforceable obligations unless both parties clearly intend them as contracts.
Don't rely on informal letters or emails about payment arrangements—get a signed contract with clear terms before supplying materials
Your own statements and testimony about what you believed a document meant will be used against you in court, so be consistent and careful