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Sun Printing & Pub. Ass'n v. Remington Paper & Power Co. - 235 N.Y. 338, 139 N.E. 470 (1923)

Rule:

Where a contract calls for an agreement of time and the complaint for breach of contract concedes that no such agreement has been made, the result, prima facie, is the failure of the contract. In that situation, the pleader has the burden of setting forth the extrinsic circumstances, if there are any, that make agreement unimportant. 

Facts:

The parties entered into a contract in which plaintiff agreed to buy from defendant a quantity of paper at a specific price for four months. At the conclusion of four months, the price of the paper and the length of time that price would apply was to be agreed upon by the parties. If an agreement on price was not reached, the price charged by another paper company would apply. In its breach of contract action, plaintiff motioned for a judgment on the pleadings. The motion was denied but was reversed on appeal. Defendant appealed.

Issue:

Was an agreement reached?

Answer:

No.

Conclusion:

The Court of Appeals of New York reversed. The court held having a fallback on the price term in the absence of agreement did not make up for the absence of a time limit. The contract set the price during the first four-month period of the contract; for the duration of the contract term, the contract recited an agreement to agree on price and the time periods during which a price would apply. In this contract, agreement on time was as essential to the contract as agreement on price. Because agreement was not reached, defendant was not bound.

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