A statement made and reasonably understood as only an opinion or "puffing" does not constitute a false representation of a past or present fact. Hall v. Edge, 1989 OK 143, ยถ 11, 782 P.2d 122, 126; OUJI 18.10. This is particularly true of broad, general statements made by a seller about the value or quality of what he or she is selling. Sam P. McCullough, Inc. v. Doggett, 1936 OK 131, ยถ 13, 54 P.2d 184; OUJI 18.10. Considering the facts in the light most favorable to the evidence offered by Pine, the Court finds that Pine does not come forward with sufficient evidence to meet these high standards, and no "irresistible deduction of fraud reasonably arises" on this record.
A unilateral offer, dependent upon fulfillment of a condition precedent, becomes binding once the condition precedent is fulfilled. See, e.g., Worms v. Burgess, 1980 OK CIV APP 1, ยถ 13, 620 P.2d 455, 458. So, where the obligations of a unilateral contract depend upon the occurrence of some future event, the unilateral contract cannot be enforced unless or until the future event in fact occurs. See, Rollins v. Rayhill, 1948 OK 83, ยถ ยง 14-16, 200 Okla. 192, 191 P.2d 934, 937-938; Sam P. McCullough, Inc. v. Doggett, 1936 OK 131, ยถ 0(4), 54 P.2d 184; Franklin v. Parks, 1920 OK 106, ยถ 0(1), (4), (6), (7), 188 P. 334. ยถ 14 However, a unilateral contract may ripen into an enforceable bilateral contract upon partial performance.
We agree with the conclusions of the court that Baker's interest attached from the date of the contract, and that the profits were earned and only his right to receive returns was postponed until the conditions were fulfilled. Northwestern Nat. Life Ins. Co. v. Ward, 56 Okla. 188, 155 P. 524; McCullough, Inc., v. Doggett, 176 Okla. 8, 54 P.2d 184. Southern Surety Co. v. MacMillan Co., 10 Cir., 58 F.2d 541.
It is enough to say that the claim of fraud was based upon representations which, if made and if false, were nothing except expressions of opinion or expectation given in circumstances which must have identified them as such. An action for damages for deceit cannot be sustained on statements of this character. Roosevelt v. Missouri State Life Ins. Co., 8 Cir., 78 F.2d 752, 757; United States v. Stanolind Crude Oil Co., 10 Cir., 113 F.2d 194; Beatrice Creamery Co. v. Goldman, 175 Okla. 300, 52 P.2d 1033; Grand Lodge v. Massachusetts Bonding Ins. Co., 324 Mo. 938, 25 S.W.2d 783; Remmers v. Remmers, 217 Mo. 541, 117 S.W. 1117; Hillman v. Graves, Tex.Civ. App., 134 S.W.2d 436; Allison v. Harrison, Tex.Civ.App., 134 S.W.2d 399; Tappe v. Pohlmann, Mo.App., 79 S.W.2d 485; Brown v. South Joplin Lead Zinc Mining Co., 194 Mo. 681, 92 S.W. 699; McCullough, Inc., v. Doggett, 176 Okla. 8, 54 P.2d 184; Patterson v. Shell Petroleum Corp., Tex.Civ.App., 143 S.W.2d 208. The representations concerned the average content and size of the units into which the 12,000 cubic yards of concrete were to be poured by the contractor. At the time they were made, the contractor knew that the plans for none of the units had been completed.
When parties make a contract dependent upon future contingencies, no rights will accrue thereunder until the contingencies have been fulfilled. McCullough v. Doggett, 176 Okl. 8, 54 P.2d 184; Kasishke v. Baker, 10 Cir., 146 F.2d 113, certiorari denied 325 U.S. 856, 65 S.Ct. 1185, 89 L.Ed. 1976. The purpose and intent of the statute of frauds is to prevent fraud, and not to aid in its perpetration.
In such instances such statements do not constitute fraud. Myers v. Chamness, 114 Okla. 220, 245 P. 879; Sam P. McCullough, Inc., v. Doggett, 176 Okla. 8, 54 P.2d 184; Bradley v. Little, 192 Okla. 121, 134 P.2d 126; 23 Am.Jur., Fraud and Deceit, ยง 165. It also must be considered whether defendants' failure to communicate their knowledge of the alleged general bias and prejudice in this particular locality against the sale of beer, and their alleged misrepresentation to plaintiff that he need only make application for license to have same granted, were sufficient to establish plaintiffs' cause of action in this case.
Plaintiff argues (1) that the agreement to acquire the permit was not a condition precedent; (2) that if it was a condition precedent the defendants have waived the required performance thereof. Defendants cite and rely upon Northwestern Life Ins. Co. v. Ward, 56 Okla. 188, 155 P. 524; McCullough v. Doggett, 176 Okla. 8, 54 P.2d 184; Coram v. Davis, 216 Mass. 448, 103 N.E. 1027; Root v. Childs, 68 Minn. 142, 70 N.W. 1087; Husenbetter v. Gullickson, 55 Neb. 32, 75 N.W. 41; McClintock Marshall Const. Co. v. Board of Chosen Freeholders of Hudson County, 83 N.J. Eq. 539, 91 A. 881. In Northwestern Life Ins. Co. v. Ward, supra, we gave the definition of condition precedent but held that the facts did not establish such condition.
It is well recognized that contracts may be valid although performance on the part of one party may be optional, or conditional or contingent. 17 C.J.S. 937, sec. 456; Contracts, Key No. 221, Am. Dig. (West) and the authorities cited thereunder. See, also, Sam P. McCullough v. Doggett, 176 Okla. 8, 54 P.2d 184, and Champlin Rfg. Co. v. Gasoline Prod. Co., 29 F.2d 331. Contracts to make a will in favor of an individual for services to be rendered are valid although the individual possesses the power to terminate the obligation by ceasing rendering the service.