Metro-Goldwyn-Mayer, Inc. v. Scheider

360 N.E.2d 930, 40 N.Y.2d 1069, 392 N.Y.S.2d 252, 1976 N.Y. LEXIS 3245

 

RULE:

Where the parties have completed their negotiations of what they regard as essential elements, and performance has begun on the good faith understanding that agreement on the unsettled matters will follow, the court will find and enforce a contract even though the parties have expressly left these other elements for future negotiation and agreement, if some objective method of determination is available, independent of either party's mere wish or desire. Such objective criteria may be found in the agreement itself, commercial practice, or other usage and custom. If the contract can be rendered certain and complete, by reference to something certain, the court will fill in the gaps.

FACTS:

The negotiations of the parties happened for weeks and appellant went to Europe for the filming of the pilot when additional important provisions were negotiated over. The only thing they did not decide was the starting date for filming the show.

ISSUE:

Was the determination that there was a complete contract between the parties is to be upheld, where only one potentially relevant item was left unanswered?

ANSWER:

Yes.

CONCLUSION:

The judgement of the Supreme Court was affirmed.

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