Andor Group, Inc. v. Benninghoff

Appellate Division of the Supreme Court of New York

Andor Group, Inc. v. Benninghoff

219 A.D.2d 573, 631 N.Y.S.2d 79, 1995 N.Y. App. Div. LEXIS 9225

Appellate Division of the Supreme Court of the State of New York·Decided September 11, 1995·Published·Cited by 4 cases

Opinion

In an action to recover damages for breach of contract, the defendants appeal from an order of the Supreme Court, Suffolk County (Seidell, J.), dated April 14, 1994, which denied their motion for summary judgment dismissing the complaint.

Ordered that the order is reversed, on the law, with costs, the defendant’s motion is granted, and the complaint is dismissed.

Before a plaintiff may secure redress for the breach of an agreement, the promise made by the defendant must be sufficiently certain and specific so that the parties’ intentions are ascertainable. Thus, an agreement to agree, which leaves material terms of a proposed contract for future negotiation, is unenforceable (see, Martin Delicatessen v Schumacher, 52 NY2d 105, 109; Rouzani v Rapp, 203 AD2d 446; Danton Constr. Corp. v Bonner, 173 AD2d 759; Bernstein v Felske, 143 AD2d 863). The letter of intent executed by the plaintiff and the defendant Sports Medicine Group by its terms contemplated the execution of a formal contract, and left out material terms so that the intent of the parties cannot be ascertained. Thus, the court should have granted summary judgment to the defendants. Balletta, J. P., Thompson, Santucci, Altman and Hart, JJ., concur.

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In an action to recover damages for breach of contract, the defendants appeal from an order of the Supreme Court, Suffolk County (Seidell, J.), dated April 14, 1994, which denied their motion for summary judgment dismissing the complaint.

Ordered that the order is reversed, on the law, with costs, the defendant’s motion is granted, and the complaint is dismissed.

Before a plaintiff may secure redress for the breach of an agreement, the promise made by the defendant must be sufficiently certain and specific so that the parties’ intentions are ascertainable. Thus, an agreement to agree, which leaves material terms of a proposed contract for future negotiation, is unenforceable (see, Martin Delicatessen v Schumacher, 52 NY2d 105, 109; Rouzani v Rapp, 203 AD2d 446; Danton Constr. Corp. v Bonner, 173 AD2d 759; Bernstein v Felske, 143 AD2d 863). The letter of intent executed by the plaintiff and the defendant Sports Medicine Group by its terms contemplated the execution of a formal contract, and left out material terms so that the intent of the parties cannot be ascertained. Thus, the court should have granted summary judgment to the defendants. Balletta, J. P., Thompson, Santucci, Altman and Hart, JJ., concur.

Andor Group, Inc. v. Benninghoff, 219 A.D.2d 573, 631 N.Y.S.2d 79, 1995 N.Y. App. Div. LEXIS 9225 (N.Y. Ct. App. 1995).

Pincite

219 A.D.2d 573 (Andor Group, Inc. v. Benninghoff) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Opinion

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