Varney v. Ditmars

217 N.Y. 223, 111 N.E. 822 (1916)



For a contract, promise, or agreement to be valid the parties to it must be certain and explicit and their full intention may be ascertained to a reasonable degree of certainty. Their agreement must be neither vague nor indefinite, and, if thus defective, parol proof cannot be resorted to.


An employer offered to provide increased compensation to an employee by granting him a share of the employer's profits on a fixed date in the future. Prior to that date, the employer terminated the employee's employment, and the employee filed an action for wrongful discharge and sought recovery of a share in the profits. The dismissal of the employee's complaint was affirmed, and the employee appealed. The court affirmed the judgment. 


For an executory contract to be valid, must the promise or the agreement of the parties be certain and explicit in order for their full intention to be ascertained to a reasonable degree of certainty?




The court found that the employer did not indicate a specific share to which the employee would be entitled. The court held that the contract, so far as it related to a share of the employer's profits, was not only uncertain but it was necessarily affected by so many other facts that were in themselves indefinite and uncertain that the intention of the parties was pure conjecture. The court held that the employee was entitled to recover only the difference between the amount he was paid and the actual value of his work, if the value was above the amount paid, for work actually performed.

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