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.
Academy, a publishing company, approached the widow of famous author, John Cheever, about publishing an anthology of some of his short stories. Mrs. Cheever signed a contract that was prepared by Academy, and Academy began compiling the stories and delivering them to Mrs. Cheever. Shortly thereafter, Mrs. Cheever informed Academy in writing that she objected to the publication of the book and attempted to return the advance they had paid. Academy sued for a declaratory judgment to enforce the contract the parties signed in order to be able to publish the anthology.
Is a contract enforceable if the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken?
A contract is sufficiently definite and certain to be enforceable if the court is enabled from the terms and provisions to ascertain what the parties have agreed to do. The pertinent language of the agreement between Mrs. Cheever and Academy lacked the definite and certain essential terms that are required for the formation of an enforceable contract. The agreement did not provide a minimum or maximum number of pages, a delivery date of the manuscript, a definition of the criteria that would render the manuscript satisfactory to the publisher, and also contained other ambiguities. Without setting forth the adequate terms for compliance, the agreement provided no basis for determining when breach had occurred and was therefore not a valid and enforceable contract.