Academy Chicago Publishers v. Cheever
578 N.E.2d 981 (1991)
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Rule of Law:
For a contract to be valid and enforceable, its material terms must be sufficiently definite and certain to enable a court to ascertain the parties' obligations and determine whether a breach has occurred.
Facts:
- Academy Chicago Publishers approached Mary W. Cheever, the widow of author John Cheever, about publishing a collection of his previously uncollected short stories.
- On August 15, 1987, the parties signed a publishing agreement for a work tentatively titled 'The Uncollected Stories of John Cheever'.
- The agreement stipulated that Cheever would deliver a manuscript 'on a mutually agreeable date' and that the manuscript must be 'satisfactory to the Publisher in form and content'.
- The agreement granted the publisher sole discretion over the work's style, manner, price, and how long to keep it in print.
- Academy Chicago Publishers' editor located over 60 uncollected stories and delivered them to Cheever.
- Cheever and the editor received partial advances for manuscript preparation.
- Shortly after receiving the stories, Cheever informed the publisher in writing that she objected to the publication and attempted to return her advance payment.
Procedural Posture:
- Academy Chicago Publishers filed a suit for declaratory judgment against Mary W. Cheever in the circuit court of Cook County, a trial court.
- The trial court held that the agreement was a valid and enforceable contract and supplied minimum compliance terms, ordering Cheever to deliver a manuscript of at least 10 to 15 stories totaling at least 140 pages.
- Academy Chicago Publishers, as appellant, appealed the trial court's order to the Illinois Appellate Court.
- The appellate court affirmed the trial court's holding that the contract was valid and enforceable, including the minimum compliance terms it had supplied.
- The case was then appealed to the Supreme Court of Illinois.
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Issue:
Is a publishing agreement that lacks essential terms, such as the minimum number of stories, the process for selecting content, a manuscript delivery date, and publication details, a valid and enforceable contract?
Opinions:
Majority - Justice Heiple
No. A publishing agreement that omits essential terms and leaves them open for future agreement is not a valid and enforceable contract. For a contract to be formed, its material terms must be so definite that the promises and performances to be rendered by each party are reasonably certain. This agreement lacks certainty regarding the minimum or maximum number of stories or pages, who decides which stories to include, the date for manuscript delivery, and the criteria for a 'satisfactory' manuscript. Because the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, no contract was formed. It is not the role of the court to supply these missing essential terms and rewrite the agreement for the parties.
Analysis:
This decision reaffirms the fundamental contract law principle that an 'agreement to agree' on material terms is unenforceable. It serves as a significant caution to parties in industries like publishing, where preliminary agreements are common, to ensure that essential performance obligations are clearly defined. The court's refusal to supply missing terms, even where the parties subjectively intended to form a contract, underscores the judiciary's reluctance to create a contract where the parties failed to do so themselves. This holding solidifies the requirement for objective certainty in contract formation, preventing courts from becoming arbiters of undefined business arrangements.
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