“The Soup” – Gifts

After Bania gives Jerry a brand new Armani suit, he tells Jerry that he can pay him back by taking him out to dinner sometime. Is Jerry actually under any legal obligation to take Bania out dinner? When Jerry took the Armani suit, did he create a legally binding contract that obligated him to take Bania out to dinner? Is Jerry supposed to buy Bania a meal?

As we have written about in previous posts, a legally binding contract requires there to be consideration. Without consideration, an offer to do something is merely considered an unenforceable gratuitous gift. Bania’s argument here would be that when he offered to give Jerry the Armani suit it was tied to the consideration that Jerry would take him out to dinner. As Bania does clearly says: “I’ll tell you what — you can take me out to dinner sometime.” When Jerry then accepts the suit, he has entered into a legally binding contract with Bania; Jerry receives the suit and Bania gets to be taken out to Mendy’s.

It is unlikely, however, that Bania’s contractual argument would prove satisfactory, as a court would likely view this transaction to be akin to giving a gift rather than a formal contract. All that is required for a gift to be considered legally binding is: (1) intent to give a gift, (2) delivery of the gift, and (3) acceptance of the gift. All three of these appear to be present. When Bania hands the suit over to Jerry he specifically says “I don’t even want anything for it,” indicating that he is thinking of this as a gift rather than an exchange. We at SeinfeldLaw think this is enough to show that Bania’s intent is for the Armani suit to be a gift.

The rest of the analysis is a little more confusing though. Bania does deliver the suit to Jerry’s apartment. But does Jerry ever truly accept the gift? Watch the clip above closely and it is not entirely clear at what point Jerry accepts the suit. Back in the restaurant, he did say “ok, I guess” when asked about accepting the suit. But in his apartment, he says “no, it’s ok,” when Kramer asks him to try it on. Furthermore, his facial expression is pained, as if he does not want the suit. On the whole though, while seemingly reluctant, we at SeinfeldLaw do think that Jerry accepted the suit and became its legal owner.

It is only after Jerry is the legal owner of the Armani suit that Bania then says that Jerry could take him out to dinner as a thank you. Meaning, Bania already had legally given the suit to Jerry before he put in the condition that Jerry take him to dinner. While Jerry arguably does agree to take Bania out to dinner, a court would view this as an independent unenforceable gratuitous offer to give a gift rather than as a legally binding obligation that Jerry took on himself.

What Bania will have even more troubling arguing is that he is entitled to “dinner in a nice restaurant, like Mendy’s.” Bania never made any mention of where dinner was to take place or how elaborate the dinner should be. While courts do sometimes investigate as to whether the consideration binding the contract is sufficient, courts generally do defer to the agreement of the parties in determining whether the consideration is sufficient. Therefore, even if a court did find that Jerry is obligated to buy Bania dinner, and we at SeinfeldLaw do not think a court would, we certainly don’t believe that a court would mandate that Jerry buy Bania dinner at a nice restaurant like Mendy’s (this question of what “dinner” actually means would be subject to contract formation issues like the Parole Evidence rule, which we hope to discuss in a future post).

It is important to note that at the beginning of the episode when Bania asks Jerry “I just got a brand new Armani suit — doesn’t fit me anymore. You want it?” he is under no legal obligation to actually give Jerry the suit. A court would deem this to be a gratuitous offer to give a gift, which does not bind the offerer (except in certain circumstances). Up until the point of actually handing the suit over to Jerry with the intent of giving it to him, Bania was free to take back his offer and keep the suit for himself. But when Bania tells Jerry “I want my suit back” at the end of the episode, Jerry is under no obligation to return the suit to him. Once Bania handed over the suit to Jerry with the intention that it was a gift then Jerry became the legal owner of the suit. Bania cannot impose consideration onto the transaction later and obligate Jerry into a contract to buy him dinner. If Bania really does want his suit back, his best bet is to go after Simon.