Contracts I, Pages 260–264

Academy Chicago Publishers v. Cheever

Supreme Court of Illinois, 1991

Facts:

Plaintiff approached defendant about publishing a collection of her deceased husband's short stories. An agreement was signed later that year which provided that plaintiff would deliver the manuscript on a mutually agreeable date, and plaintiff would publish it at its own expense in a reasonable time in such style and manner it deems best. Defendant and its editor located and delivered the stories to defendant, who then informed that she objected to the publication of the book and attempted to return her advance.

Procedural History:

Trial court entered an order declaring, inter alia that the agreement was valid and enforceable, defendant was entitled to select the short stories to be included, that she would comply in good faith if she delivered a manuscript including at least 10–15 stories totaling at least 140 pages, and that plaintiff controlled the design an format of the work in cooperation with defendant. Plaintiff appealed, objecting to the minimum story and page numbers and requirement of cooperation on all matters of publication.

Appellate court affirmed the enforceability of the agreement and minimum requirements for defendant, but reversed regarding control of publication, as the agreement granted plaintiff exclusive control.

Issue:

Was the publishing agreement valid and enforceable?

Rule:

LexisNexis IconWestLaw LogoPage 262, Paragraph 3

In order for a valid contract to be formed, an "offer must be so definite as to its material terms or require such definite terms in the acceptance that the promises and performances to be rendered by each party are reasonably certain."

Reasoning:

The pertinent language of this agreement lacks the definite and certain essential terms required for the formation of an enforceable contract. As the agreement did not give minimum terms for defendant to fulfill it, the contract is not binding. Courts ordinarily refuse to provide a missing material term.

Holding:

No, the agreement was not valid and enforceable. Reversed.

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