Baer v. Chase
392 F.3d 609 (2004)
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Rule of Law:
For an express or implied-in-fact contract to be enforceable, its essential terms, particularly price and duration, must be sufficiently definite for a court to ascertain the parties' obligations. An agreement to pay for services 'commensurate to the true value' contingent upon 'success' is too vague to be enforced.
Facts:
- David Chase, a television producer, had previously worked on projects involving organized crime in New Jersey before he met Robert V. Baer.
- In 1995, a mutual acquaintance connected Baer, a former New Jersey prosecutor, with Chase to discuss potential film or television projects.
- During a lunch meeting on June 20, 1995, Baer pitched Chase the idea of a show about the New Jersey Mafia.
- Baer alleges that on three separate occasions in 1995, he and Chase orally agreed that if the show became a success, Chase would 'remunerate [Baer] in a manner commensurate to the true value of [his services].'
- In October 1995, Baer arranged a three-day research tour for Chase in New Jersey, where he introduced Chase to law enforcement contacts and individuals with stories about organized crime.
- After the visit, Chase sent Baer a draft screenplay for 'The Sopranos' dated December 20, 1995.
- Baer claims he provided feedback on the script via telephone calls and a letter dated February 10, 1997.
- Chase proceeded to create and produce 'The Sopranos,' which became a highly successful television series, but never compensated Baer.
Procedural Posture:
- Robert V. Baer filed a complaint against David Chase in the U.S. District Court for the District of New Jersey, which was later amended.
- The amended complaint alleged breach of contract, quasi-contract, fraud, and common law misappropriation, among other claims.
- Chase filed a motion for summary judgment on all claims.
- The district court granted summary judgment in favor of Chase, holding that the contract claims were unenforceable for vagueness, the quasi-contract claim was barred by the statute of limitations, and the misappropriation claim failed because the ideas were not novel.
- Baer, as appellant, appealed the district court's grant of summary judgment to the U.S. Court of Appeals for the Third Circuit.
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Issue:
Is an oral agreement to compensate a person for services 'commensurate to the true value' of those services if a project is a 'success' too vague and indefinite to constitute an enforceable contract?
Opinions:
Majority - Greenberg, Circuit Judge
Yes. An agreement is unenforceable when it is so deficient in its essential terms that the performance required by each party cannot be ascertained with reasonable certainty. Under New Jersey law, price and duration are essential terms of any contract. The alleged agreement between Baer and Chase failed to define critical terms such as 'success' or provide any practicable method for determining the 'true value' of Baer's services. The court rejected Baer's attempt to reframe the agreement as an implied-in-fact contract, noting that express and implied contracts covering the same subject matter are mutually exclusive and, in any event, both require definiteness to be enforceable. Because the terms were too vague, indefinite, and uncertain, the court could not enforce the purported contract.
Analysis:
This case reinforces the fundamental contract principle that an agreement, to be enforceable, must be definite as to its essential terms. It serves as a strong caution against relying on vague oral promises in the context of creative collaborations, clarifying that courts will not create or complete the terms of a contract for the parties. The ruling solidifies that even in 'idea submission' cases, the requirements of definiteness for price and duration are not relaxed. This decision makes it significantly more difficult for plaintiffs to recover on claims based on informal understandings of future compensation tied to a project's undefined 'success'.
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