A term is essential if "it seriously affects the rights and obligations of the parties and there is a significant evidentiary dispute as to its content."
B. Lewis Productions v. Angelou
Plaintiff and defendant Angelou signed an agreement that plaintiff would have exclusive rights to market defendant's new poetry until a formal contract could be made. Plaintiff marketed the poems as agreed, and after a few years, negotiated a deal with other defendant Hallmark to sell cards with defendant's poems, claiming exclusive rights to exploit her work. Before giving the agreement to Angelou, Angelou witnessed plaintiff behaving inappropriately at an event and allegedly told him that she no longer wanted to work with him. She did not sign plaintiff and Hallmark's license agreement and told her literary agent Brann to work against the deal. Brann told plaintiff that the deal would not work out at the time. Plaintiff claims that defendant told him later that year that she would sign the agreement "after the New Year," and then "as soon as she [got] everything off her table." Defendant did not sign the agreement however. Because Hallmark did not hear from Angelou, they concluded that plaintiff and defendant were no longer collaborating.
Hallmark then wrote Brann directly to ask if Angelou was still interested in making greeting cards. Brann replied that defendant was not interested at the time, but the next year defendant's friend Parker convinced her to have lunch with Hallmark executives at their headquarters. There, defendant was convinced to try to arrange a licensing deal with Hallmark. Angelou also allegedly told plaintiff that their ties were severed. She then signed an agreement with Hallmark.
Was the agreement sufficiently definite to constitute a contract?
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The price was likely small and reasonably interpretable. Plaintiff paid as needed and defendant did not object at the time.
Duration is not needed in New York, and thus may be terminated at will.
The poems to be produced for this agreement were not to be determined until after contracts with greeting card companies were created.
The parties' duty of good faith ensured that they would make reasonable efforts to perform in spite of any remaining uncertainty.
Yes, the contract was sufficiently definite to constitute a contract. Motions for summary judgment denied.