Am Jur 2d - Contracts § 180

II. Formation of Contracts, F. Requisites of Definiteness and Certainty, 1. In General, § 180 - Requisites of definiteness and certainty, generally

To be enforceable, an agreement must be definite and certain[1] as to its terms and requirements,[2] or contain provisions which are capable in themselves of being reduced to certainty[3] even if there are some formal imperfections in the contract.[4] To have a valid contract, all terms should be definitely agreed upon,[5] and the failure to agree to even one essential term means there is no agreement to be enforced.[6] The test for the enforceability of an agreement is whether both parties have manifested an intention to be bound by its terms and whether the terms are sufficiently definite to be specifically enforced.[7] To be binding, a contract must generally be sufficiently definite to permit the determination of a breach and remedies.[8] However, it is not required that all terms of agreement be precisely specified, and the presence of undefined or unspecified terms will not necessarily preclude the formation of a binding contract.[9] An agreement to the essential terms of a contract does not mean that the terms must be set out in the plainest language,[10] and it does not follow that parties must share identical, subjective, opinions as to the meaning of the terms.[11]

No enforceable contract comes into being when parties leave a material term for future negotiations, creating a mere agreement to agree.[12] Generally, an agreement to agree is unenforceable, as its terms are so indefinite that it fails to show a mutual intent to create an enforceable obligation.[13] The parties' obligations must be identified so that the adequacy of performance can be ascertained.[14]

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1   Connors v. Rolls-Royce North America, Inc., 161 Conn. App. 407, 127 A.3d 1133 (2015) ; Grand Valley Local School Dist. Bd. of Edn. v. Buehrer Group Architecture & Eng., Inc., 2016-Ohio-716, 48 N.E.3d 626 (Ohio Ct. App. 10th Dist. Franklin County 2016); Dodge v. Trustees of Randolph-Macon Woman's College, 276 Va. 1, 661 S.E.2d 801, 232 Ed. Law Rep. 984 (2008) .

2   Connors v. Rolls-Royce North America, Inc., 161 Conn. App. 407, 127 A.3d 1133 (2015) ; Kidd Island Bay Water Users Co-op. Ass'n, Inc. v. Miller, 136 Idaho 571, 38 P.3d 609 (2001) ; Dodge v. Trustees of Randolph-Macon Woman's College, 276 Va. 1, 661 S.E.2d 801, 232 Ed. Law Rep. 984 (2008) .

3   Unifund CCR, LLC v. Lowe, 159 Idaho 750, 367 P.3d 145 (2016) .

4   Crossland v. Kentucky-Blue Grass Seed Growers' Co-op. Ass'n, 103 F.2d 565 (C.C.A. 6th Cir. 1939) ; Beech Aircraft Corp. v. Ross, 155 F.2d 615 (C.C.A. 10th Cir. 1946) ; Shibley v. White, 193 Ark. 1048, 104 S.W.2d 461 (1937) .

5   Ciba-Geigy Corp. v. Alter, 309 Ark. 426, 834 S.W.2d 136, 20 U.C.C. Rep. Serv. 2d 448 (1992) .
 To sustain proof of an oral contract, the terms must be sufficiently definite for a court to determine with certainty the duty of each party and the conditions relative to performance. Seastrom v. Farm Bureau Life Ins. Co., 601 N.W.2d 339 (Iowa 1999) .

6   Steele v. Steele, 782 S.E.2d 433 (Ga. 2016) .
 Under some circumstances, where only one provision of a contract is before the court for determination and it is so vague and uncertain as to be unenforceable, it may be left unperformed and the remainder of the contract left subject to performance. Taysom v. Taysom, 82 Idaho 58, 349 P.2d 556 (1960) .

7   ATACS Corp. v. Trans World Communications, Inc., 155 F.3d 659 (3d Cir. 1998) .

8   Total Medical Management, Inc. v. U.S., 104 F.3d 1314 (Fed. Cir. 1997) ; Ciba-Geigy Corp. v. Alter, 309 Ark. 426, 834 S.W.2d 136, 20 U.C.C. Rep. Serv. 2d 448 (1992) .

9   Interstate Litho Corp. v. Brown, 255 F.3d 19 (1st Cir. 2001) .

10   Ham Marine, Inc. v. Dresser Industries, Inc., 72 F.3d 454 (5th Cir. 1995) .
 An ambiguous contract is not necessarily indefinite. Management Computer Services, Inc. v. Hawkins, Ash, Baptie & Co., 206 Wis. 2d 158, 557 N.W.2d 67 (1996) .

11   Ciba-Geigy Corp. v. Alter, 309 Ark. 426, 834 S.W.2d 136, 20 U.C.C. Rep. Serv. 2d 448 (1992) .

12   Rule v. Brine, Inc., 85 F.3d 1002 (2d Cir. 1996) .
 As to particular terms or provisions, see §§ 188 to 196 .

13   Lire, Inc. v. Bob's Pizza Inn Restaurants, Inc., 541 N.W.2d 432 (N.D. 1995) .

14   General Auto Parts Co., Inc. v. Genuine Parts Co., 132 Idaho 849, 979 P.2d 1207 (1999) .

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