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Baer v. Chase - 392 F.3d 609, 2004 U.S. App. LEXIS 26539

Rule:

A contract arises from offer and acceptance, and must be sufficiently definite so that the performance to be rendered by each party can be ascertained with reasonable certainty. Therefore parties create an enforceable contract when they agree on its essential terms and manifest an intent that the terms bind them. If parties to an agreement do not agree on one or more essential terms of the purported agreement courts generally hold it to be unenforceable.

Facts:

David Chase was the creator, producer, writer, and director of the show The Sopranos. Plaintiff Robert Baer was a New Jersey attorney interested in pursuing a career in writing, directing, and producing. In 1995, Baer was introduced to Chase, and during the course of several months, the two had discussions regarding a screenplay of The Sopranos. Baer asserted that there was an oral agreement between him and Chase as to the compensation the former will receive if the show became successful; however, Chase has not paid Baer for his services. Thereafter, Baer filed a complaint against Chase alleging breach of contract and fraud. As a response, Chase brought a motion for summary judgment, contending that the alleged contract and implied contract were too vague, ambiguous, and lacking in essential terms to be enforced. The district court granted Chase’s motion, holding that the contract claims were unenforceable due to vagueness, uncertainty, and lack of essential terms in the contract. Baer challenged the decision of the district court.

Issue:

Was there an enforceable implied contract based upon the conversations between a television producer and an attoryney?

Answer:

No.

Conclusion:

The Court held that Baer had failed to demonstrate that the subject matter of the alleged implied-in-fact contract was distinct and more definite in terms of price and duration. According to the Court, an agreement so deficient in the specification of its essential terms that the performance by each party cannot be ascertained with reasonable certainty was not a contract, and clearly was not an enforceable one.

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