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Law School Case Brief

Conwell v. Gray Loon Outdoor Mktg. Grp. - 906 N.E.2d 805 (Ind. 2009)


To be valid and enforceable, a contract must be reasonably definite and certain. All that is required to render a contract enforceable is reasonable certainty in the terms and conditions of the promises made, including by whom and to whom; absolute certainty in all terms is not required. Only essential terms need be included to render a contract enforceable. Thus, where any essential element is omitted from a contract, or is left obscure or undefined, so as to leave the intention of the parties uncertain as to any substantial term of the contract, the contract may not be specifically enforced. A court will not find that a contract is so uncertain as to preclude specific enforcement where a reasonable and logical interpretation will render the contract valid.


The principals of a business enterprise ("the client") approached the marketing firm to design and publish a website. The client agreed to the terms of a proposal by the marketing firm. The marketing firm established a website pursuant to the proposal and hosted the website for a monthly fee. When the client subsequently requested changes to the website, but did not request a proposal or a quote, the marketing firm did not provide one. After the marketing firm made the changes to the website, the client did not pay the bill. The marketing firm then took the website offline. The marketing firm filed suit against the client for nonpayment, and the client filed a counterclaim for conversion, claiming that the marketing firm took down the original website, for which the client had paid.


Was the marketing firm entitled to collect payment from the client for its work under principles of common law contract?




The court found that the Uniform Commercial Code was not applicable under Ind. Code. §§ 26-1-2-102 and 26-1-2-105 (2008) because the client retained the marketing firm to create a custom design for the website. The marketing firm was thus entitled to collect for its work under principles of common law contract. As for the counterclaim alleging conversion under Ind. Code § 34-24-3-1 (2008) of the intellectual product, copyright law under 17 U.S.C.S. §§ 101102(a), and 201 supported ownership by the marketing firm.

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