Wednesday, April 17, 2013

Joseph Martin, Jr., Delicatessen, Inc. v. Henry Schumacher case brief

Joseph Martin, Jr., Delicatessen, Inc. v. Henry Schumacher case brief summary
436 M.Y.S.2d 247

SYNOPSIS:

Defendant appealed from an order by which the Appellate Division of the Supreme Court in the Second Judicial Department (New York) affirmed an order granting plaintiff's motion for summary judgment in plaintiff's action for specific performance seeking renewal of a lease.

OVERVIEW: Defendant landlord leased a retail store to plaintiff tenant for a five-year term. The contract contained a renewal clause whereby plaintiff could renew the lease for an additional period at annual rentals to be agreed upon. Plaintiff gave timely notice of its desire to renew. Plaintiff commenced an action for specific performance to compel defendant to extend the lease. On appeal, the court reversed the lower court's ruling that the renewal clause in the lease providing for future agreements on the rent to be paid during the renewal term was enforceable.

HOLDING:
The court held that it was well settled in the common law of contracts that a mere agreement to agree, in which a material term is left for future negotiations, was unenforceable.

ANALYSIS:
This was especially true if the term at issue was the amount to be paid for the sale or lease of real property.

RULES:
-Before the power of law can be invoked to enforce a promise, it must be sufficiently certain and also sufficiently specific so that what was promised can be ascertained.
-Otherwise, a court, in intervening, would be imposing its own conception of what the parties should have or might have undertaken, rather than confining itself to the implementation of a bargain to which they have mutually committed themselves.
-Thus, definiteness as to material matters is of the very essence in contract law.
-Impenetrable vagueness and uncertainty will not do.

OUTCOME: The court reversed the lower court's ruling that granted plaintiff's motion for summary judgment in plaintiff's action for specific performance seeking renewal of a lease, since the renewal provision in the lease was an agreement to agree in the future and was so indefinite as to be unenforceable.

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