Business Law 11th Edition by Kenneth Clarkson,Roger LeRoy Miller,Gaylord Jentz,Frank Cross

Exercise 12

Baer v. Chase
United States Court of Appeals, Third Circuit, 2004. 392 F.3d 609.
GREENBERG, Circuit Judge.
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[David] Chase, who originally was from New Jersey, but relocated to Los Angeles in 1971, is the creator, producer, writer and director of The Sopranos. Chase has numerous credits for other television productions as well. * * * Chase had worked on a number of projects involving organized crime activities based in New Jersey, including a script for "a mob boss in therapy," a concept that, in part, would become the basis for The Sopranos.
In 1995, Chase was producing and directing a Rockford Files "movie-of-the-week" when he met Joseph Urbancyk who was working on the set as a camera operator and temporary director of photography.* * *
[Through Urbancyk, Chase met Robert] Baer, * * * a New Jersey attorney [who] recently had left his employment in the Union County Prosecutor's Office in Elizabeth, New Jersey, where he had worked for the previous six years.
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Chase, Urbancyk and Baer met for lunch on June 20, 1995 * * * , with Baer describing his experience as a prosecutor. Baer also pitched the idea to shoot "a film or television shows about the New Jersey Mafia." At that time Baer was unaware of Chase's previous work involving mob activity premised in New Jersey. At the lunch there was no reference to any payment that Chase might make to Baer for the latter's services * * *.
In October 1995, Chase visited New Jersey for three days. During this "research visit" Baer arranged meetings for Chase with Detective Thomas Koczur, Detective Robert A. Jones, and Tony Spirito who provided Chase with information, material and personal stories about their experiences with organized crime.* * * Baer does not dispute that virtually all of the ideas and locations that he "contributed" to Chase existed in the public record.
After returning to Los Angeles, Chase sent Baer a copy of a draft of a Sopranos screenplay that he had written, which was dated December 20, 1995. Baer asserts that after he read it he called Chase and made various comments with regard to it. Baer claims that the two spoke at least four times during the following year and that he sent a letter to Chase dated February 10, 1997, discussing The Sopranos script.* * *
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Baer asserts that he and Chase orally agreed on three separate occasions that if the show became a success, Chase would "take care of" Baer, and "remunerate Baer in a manner commensurate to the true value of his services." * * *
Baer claims that on each of these occasions the parties had the same conversation in which Chase offered to pay Baer, stating "you help me; I pay you." Baer always rejected Chase's offer, reasoning that Chase would be unable to pay him "for the true value of the services Baer was rendering." Each time Baer rejected Chase's offer he did so with a counteroffer, "that I would perform the services while assuming the risk that if the show failed Chase would owe me nothing. If, however, the show succeeded he would remunerate me in a manner commensurate to the true value of my services." Baer acknowledges that this counteroffer * * * always was oral and did not include any fixed term of duration or price.* * * In fact, Chase has not paid Baer for his services.
On or about May 15, 2002, Baer filed a * * * complaint against Chase in [a federal] district court * * * [claiming among other things] * * * breach of implied contract. Eventually Chase brought a motion for summary judgment * * *. Chase claimed that the alleged contract
* * * [was] too vague, ambiguous and lacking in essential terms to be enforced * * *. The district court granted Chase's motion * * *.
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Baer predicates [bases] his contract claim on this appeal on an implied-in-fact contract * * *. The issue with respect to the implied-in-fact contract claim concerns whether Chase and Baer entered into an enforceable contract for services Baer rendered that aided in the creation and production of The Sopranos. * * *
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* * * [A] contract arises from offer and acceptance, and must be sufficiently definite so that the performance to be rendered by each party can be ascertained with reasonable certainty. Therefore parties create an enforceable contract when they agree on its essential terms and manifest an intent that the terms bind them. If parties to an agreement do not agree on one or more essential terms of the purported agreement, courts generally hold it to be unenforceable. [Emphasis added.]
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* * * [The] law deems the price term, [that is,] the amount of compensation, an essential term of any contract. An agreement lacking definiteness of price, however, is not unenforceable if the parties specify a practicable method by which they can determine the amount. However, in the absence of an agreement as to the manner or method of determining compensation the purported agreement is invalid. Additionally, the duration of the contract is deemed an essential term and therefore any agreement must be sufficiently definitive to allow a court to determine the agreed upon length of the contractual relationship. [Emphasis added.]
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The * * * question with respect to Baer's contract claim, therefore, is whether his contract is enforceable in light of the traditional requirement of definitiveness * * *. A contract may be expressed in writing, or orally, or in acts, or partly in one of these ways and partly in others. There is a point, however, at which interpretation becomes alteration. In this case, even when all of the parties' verbal and non-verbal actions are aggregated and viewed most favorably to Baer, we cannot find a contract that is distinct and definitive enough to be enforceable.
Nothing in the record indicates that the parties agreed on how, how much, where, or for what period Chase would compensate Baer. The parties did not discuss who would determine the "true value" of Baer's services, when the "true value" would be calculated, or what variables would go into such a calculation. There was no discussion or agreement as to the meaning of "success" of The Sopranos. There was no discussion [of] how "profits" were to be defined. There was no contemplation of dates of commencement or termination of the contract. And again, nothing in Baer's or Chase's conduct, or the surrounding circumstances of the relationship, sheds light on, or answers, any of these questions. The district court was correct in its description of the contract between the parties:"The contract as articulated by the Plaintiff lacks essential terms, and is vague, indefinite and uncertain; no version of the alleged agreement contains sufficiently precise terms to constitute an enforceable contract." We therefore will affirm the district court's rejection of Baer's claim to recover under a theory of implied-in-fact contract.
1. Why must the terms of a contract be "sufficiently definite" before a court will enforce the contract
2. What might a court consider when looking for a "sufficiently definite meaning" to make a contract term enforceable