144 Ill. 2d 24
-Appellant publisher sought review of an order of the Appellate Court for the First District (Illinois), which affirmed the trial court’s judgment as to the validity of a publishing agreement between the publisher and appellee, widow of a widely published author, and reversed the trial court’s declaration regarding control of the potential publication in the publisher’s action for declaratory judgment for the exclusive right of publication.
-The publisher and the widow entered into an agreement for the publication of an anthology of the husband’s short stories. Under the agreement, the publisher assumed the task of locating and procuring the uncollected stories and the widow received partial advances for manuscript preparation. -At some point, the widow objected to the publication of the book and attempted to return her advance. The publisher filed a declaratory judgment action seeking the exclusive right to publish the book. The trial court found that the publishing agreement was valid and enforceable and that the widow was entitled to control the selection of stories.
-The appellate court affirmed as to the validity of the agreement but reversed regarding control of publication, stating that the trial court erred in considering extrinsic evidence to interpret the agreement given the agreement’s explicit language granting exclusive control to the publisher.
-On appeal, the court reversed, holding that the pertinent language of the agreement lacked the definite and certain essential terms required for the formation of an enforceable contract because the agreement provided no basis for determining when breach had occurred.
-In order for a valid contract to be formed, an offer must be so definite as to its material terms, or require such definite terms in the acceptance, that the promises and performances to be rendered by each party are reasonably certain.
if you have an agreement and its so indefinite you can’t figure out when you breached you have no contract there is no K
- In order for a valid contract to be formed, an offer must be so definite as to its material terms or require such definite terms in the acceptance that the promises and performances to be rendered by each party are reasonably certain. Although the parties may have had and manifested the intent to make a contract, if the content of their agreement is unduly uncertain and indefinite no contract is formed.
- A contract is sufficiently definite and certain to be enforceable if the court is enabled from the terms and provisions thereof, under proper rules of construction and applicable principles of equity, to ascertain what the parties have agreed to do.
- A contract may be enforced even though some contract terms may be missing or left to be agreed upon, but if the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract.
- An enforceable contract must include a meeting of the minds or mutual assent as to the terms of the contract. It is not compelling that the parties share a subjective understanding as to the terms of the contract; the parties’ conduct may indicate an agreement to the terms of same.
- It is not uncommon for a court to supply a missing material term, as the reasonable conclusion often is that the parties intended that the term be supplied by implication. However, where the subject matter of the contract has not been decided upon and there is no standard available for reasonable implication, courts ordinarily refuse to supply the missing term.
The court reversed the appellate court’s order affirming and reversing the trial court’s order in part in the publisher’s action the widow seeking a declaration of rights under the publishing agreement.
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?