Shepard v. Carpenter

55 N.W. 906, 54 Minn. 153, 1893 Minn. LEXIS 33

• Court: Supreme Court of Minnesota
• Decided: July 13, 1893
• Status: Published

Opinion

Gilfillan, C. J.

A contract between two persons, upon a valid consideration, that they will, at some specified time in the future, at the election of one of them, enter into a particular contract, specifying its terms, is undoubtedly binding, and upon a breach thereof the party having the election or option may recover as damages what such particular contract, to be entered into, would have been worth to him, if made. But an agreement that they will in the future mal£e such contract as they may then agree upon amounts-, to nothing. An agreement to enter into negotiations, and agree upon the terms of a contract, if they can, cannot be made the basis, of a cause of action. There would be no way by which the court could determine what sort of a contract the negotiations would result in; no rule by which the court could ascertain whether any, or, if so, what, damages might follow a refusal to enter into such future contract. So, to be enforceable, a contract to enter into a future contract must specify all its material and essential terms, and leave none to be agreed upon as the result of future negotiations.

(Opinion published 55 N. W. Rep. 906.)

The agreement herein sued on leaves essential terms of the future-contract to be fixed by future agreement. It clearly contemplated that the logs to be cut and hauled should be delivered at some one place, but it. does not specify what place, but instead thereof provides that the (future) contract shall be for plaintiff to cut into logs, “haul and deliver at the boom or other place of delivery, to be-in and by said contract agreed upon,”' without indicating what boom, or where it may be. The place of delivery was manifestly left to be agreed on, and, when agreed on, inserted in the future contract. How payments were to be made by plaintiff for logs sold by him was a matter of serious importance, but all the contract says of it is: “One-third of the selling price thereof, in cash, to be paid within -days after such sale shall be made.” It is manifest the parties intended the future contract to specify the number of days within which payment or payments were to be made, but that they had not agreed on the number of days, and so left it to be agreed on and inserted in the future contract. A perhaps still more important matter was within what time the logs should be cut. All the contract says of that is “that the amount of timber or logs to be cut in any one year shall be agreed upon, and be expressed in said contract.” Where a final contract fails to express some matter, as, for instance, a time of payment, the law may imply the intention of the parties; but, where a preliminary contract leaves certain terms to be agreed upon for the purpose of a final contract, there can be no implication of what the parties will agree-upon.

Judgment affirmed.