The
Agreement Process: Manifestation and Mutual Assent
I. Ascertainment of Assent: The
“Objective” Test – Subjective
test previously used, but could lead to problems, and court starts using (cautiously) the objective test. "It is not the meeting
of the minds of the parties, but the expression of their mutual assent that *** is the culmination of the contract-making
process***."
a. Restatement § 18 - Manifestation
of mutual assent to an exchange requires that each party either make a promise or begin or render
a performance.
b. Embry v Hargadine,
McKittrick Dry
Goods (Get your men out!)
– P makes promise but didn’t intend to. The subjective intent of def doesn’t matter; it’s the objective intent
that determines whether or not a contract was made. President may not have intended to form a contract, but in the context
of the conversation, a reasonable man would understand it as a contract.
c.
Lucy
v Zehmer
(drinking)
– K formed while friends out drinking. Does not matter that Zehmer was joking or not, but only that a reasonable person
would believe a contract was made, and Lucy did not know it was a joke (reasonable for him to believe K formed).
i. Restatement §21 - Neither real nor apparent intention that a promise be legally binding is essential to the formation of a contract,
but a manifestation of intention that a promise shall not affect legal relations may prevent the formation of a contract.
d. Cohen v Cowles Media Company (candidate) – if nobody’s intending to
be bound, then both parties can walk away without liability.
e. Restatement §22 - (1) the manifestation of mutual assent to an exchange ordinarily
takes the form of an offer or proposal by one party followed by an acceptance by the other party or parties.
(2) A manifestation of mutual assent may be made even though neither offer nor acceptance can be identified and even
though the moment of formation cannot be determined.
I.
Offer: Creation of Power of Acceptance
a. To
distinguish whether an offer or not (LARD)
i. Language used
ii. Addresses – if indefinite, less likely to be an offer
(ad); if specific, more likely
iii. Reasonable person standard (what would reasonable person think)
iv. Definiteness of proposal (the more definite, the more likely
to be an offer)
b. R2K §24 –
An offer is a manifestation of the offeror’s willingness to enter into a bargain, and gives the offeree power of acceptance.
c. R2k § 26 – the manifestation is not an offer if
offeree knows or has reason to know that offeror doesn’t intend to conclude bargain until offeror makes further manifestation
of assent (comment
b - generally, advertisements are not offers. You would have the burden to prove they are).
d.
R2k § 30 – The offeror may stipulate any manner of acceptance he chooses.
If offeror doesn’t specify, then an acceptance should be reasonable under the circumstances.
e. R2k § 32 – an acceptance can be by promise or
performance
f. R2k § 33 – (1) even if manifestation
is intended to be an offer, it won’t be legally enforceable if the terms are not certain. (2) terms are reasonably
certain if they provide a basis for determining the existence of a breach & for giving appropriate remedies (3)when one
or more terms are left open or uncertain, it may show that it was not intended as an offer.
g. Lonergan v Scolnick
(land sale by mail)
– No K b/c offers must
be sufficiently clear and definite to count. Offers cannot be too ambiguous, they must be really obvious (fixed purpose test).
The ad was a request for an offer (rest. §26), and the letter only gives additionally
info, with no definite offer (too vague – rest. §33), only a warning that
plaintiff needed to act fast. It was still in negotiations, not an offer yet.
h. Lefkowitz v Great
Minneapolis Surplus Store
(fur coat) –
ad, “first come, first serve”, was an offer b/c requires specific performance. 1st ad too indefinite
(no price), so unenforceable. 2nd ad sufficiently definite, so enforceable.
i. Leonard v Pepsico (Jet) – Ad for exchange of pepsi point
for jet. A reasonable person would know it was a joke. Ad too indefinite. No acceptance of payment.
j. Southworth v Oliver (neighbor) – It was an offer b/c letter incl. # acres, price,
payment method, sufficiently detailed. Definite, and the objective intent was to sell the land,
where a reasonable person would believe he had the power to accept.
k. Bretz v Portland
General Electric
(don’t count your eggs) –
Language in the offer (receptive to an offer) intended further negotiations ony. P unreasonably
relied.
l. Equitable Life Assurance
Society of U.S. v First National Bank
(auction)
– Auction ad doesn’t specify w/o reserve, so revocable be4 auction ends.
i. R2k §28 –
at an auction, unless a contrary intention is manifested, (1) the auctioneer invites offers which he may accept or reject,
(2) if made w/o reserve, goods cannot be withdrawn unless no bid made in reasonable time, (3) if w/ or w/o reserve, bidder
may withdraw his bid until time when sale is completed, but bidder cannot revive bid once its been retracted. (4) bids embody
terms made known by ads, and bidders should be aware of this.
II.
Acceptance: Exercise of Power of Acceptance
a. Acceptance by Promise
i. La Salle National
Bank v
Vega (trustee signature)
– Offeror master of the offer. If
someone does not have the power to ultimately accept, it is not an offer. When the language of the offer governs the mode of acceptance, no other mode
may be used. Offer specifies trustee must sign offer, not signed, offer not enforceable.
ii. Hendricks v Behee (revokation
communicated to agent) – D
revoked offer before acceptance communicated. Acceptance
of the offer is effective upon it leaving your possession (mailbox rule). Until acceptance is communicated to offeror, offeror
has power to revoke.
iii. Ever-Tite Roofing
v green
(part-performance)
– K didn’t specify manner to accept, so can be by performance or promise. Part-performance rendered, so acceptance
made be4 revocation was communicated. Reasonable
time standard is used when the contract does not specify the amount of time for acceptance.
1. Restatement § 62 – (1)
if acceptance can be made by promise or performance, beginning of performance is an acceptance; (2) such an acceptance becomes
a promise for complete performance.
iv. UCC §2-206 -
Offer and Acceptance in Formation of Contract.
1.
(A) Offer to K invites acceptance in any manner reasonable unless offer says otherwise (B) offer to buy goods
for prompt or current shipment invites acceptance by prompt or current shipment of conforming or nonconforming goods. But if for
nonconforming goods, not an acceptance if seller seasonably notifies buyer that shipment is an accommodation.
2. If beginning of requested performance
is reasonable mode of acceptance, If acceptance is not seasonable, then the offer lapses.
3. No acceptance if not a definite expression
of acceptance (but if definite, ok even if it contains added or diff terms)
v. Corinthian Pharmaceutical
v Lederle Labs
(accommodation)
– Offer to buy goods for prompt shipment. Nonconforming goods shipped, noted it as an accommodation, and gave power
to buyer to cancel order. (UCC§2-206(1)(b))
vi. Restatement § 57
– if notice of acceptance by promise is required, the offeror is not bound by an acceptance of ambiguous terms unless
he reasonably understands it as an acceptance.
vii. Restatement § 58
– acceptance must comply with the terms of the offer.
b. Acceptance by Performance
i. For Unilateral Contract,
acceptance by performance:
1. No notice required unless specifically asked
for
2. Acceptance can be by performance
3. There
must be knowledge of the offer before performance is rendered; the offer must invoke the performance.
Subjective intent doesn’t matter
ii. Carlill v Carbolic
Smoke Ball (ad) –
Ad is very specific as to who can accept, and intent to be bound shown by money placed in bank. No
notice of acceptance required b/c offeror did not ask for it (acceptance to be through performce specified).
Court says ad is a promise, not puff.
1.
Restatement § 54 – (1) where offeror invites acceptance by performance, no notification of acceptance
necessary unless offeror asks for it, (2) if offeree is accepting by performance, and knows offeror has no way of knowing
of his acceptance within a reasonable time, contractual duty of offeror is discharged unless (a)offeree makes sure to tell
offeror, (b) offeror learns of it in reasonable time, or (c)offer indicates no notice is necessary
iii. Glover v Jewish
War Veterans of U.S.
(reward) – P
gave info about identity of murderer, then finds out there’s an offer for reward out. Can’t collect b/c it is impossible that there should be an
acceptance unless the offeree knows of the existence of the offer; the offer didn’t invoke the performance.
iv. Industrial America
v Fulton (broker; merger)
– P knew of D’s offer b/c of an ad. D didn’t intend to pay commissions to P, but doesn’t matter D’s
subjective intent. P wins.
v. Restatement
§ 36 –
Offeree’s power of acceptance may be terminated by (1) rejection or counter-offer by the offeree, (2)
lapse of time (see rest §41), (3) revocation by the offeror, or (4) death or incapacity by offeror or offeree.
Also by nonoccurrence of any condition under the terms of the offer.
vi. Restatement § 41 – Lapse of time (1) power of acceptance terminated by lapse of time specified in terms of offer, or if not there,
reasonable time, (2) reasonable time is a question of fact, and depends on circumstances existing when O & A are made,
(3) an offer was seasonably accepted if the acceptance was mailed out by midnight of the same day offer was received.
vii. Restatement
§ 50 –
(1) acceptance is manifestation of assent to terms made in a manner invited or required by offeror, (2) acceptance by performance
requires that at least part of the requested performance was made, & and includes acceptance by a performance which operates
as a return promise, (3)acceptance by promise requires that offeree complete every act essential to the making of the promise.
viii. Restatement § 51 – Unless
the offeror manifests a contrary intention, an offeree who learns of an offer after he has rendered part of the performance
requested by the offer may accept by completing the requested performance.
ix. Restatement § 53 – Acceptance
by Performance (1) an offer can be accepted by performance if the offer invites such an acceptance, (2) performance doesn’t
constitute acceptance if within a reasonable time offeree notifies offeror of nonacceptance, (3) where offer invites acceptance
by performance (but not by promise), the performance doesn’t constitute acceptance if before offeror performs his promise,
offeree manifests intent not to accept.
c. Acceptance by Conduct or
Silence
i. Russell v Texas (roadway) – P offers D use of roadway and says
your continued use of roadway constitutes as an acceptance. Even
if you don’t subjectively intend to accept, if you lead an offeror to reasonably believe that you accepted through your
conduct, then you accepted. This can be through silence or inaction.
ii. Ammons v Wilson (shortening) – Previous dealings order shipped
within a week. 2 weeks passed be4 D rejected the acceptance. Where
an offeree fails to reply to an offer, his silence can operate as an acceptance where because of previous dealings or otherwise,
the offeree has given the offeror reason to understand that the silence is intended by the offeree as a manifestation of assent,
and the offeror does so understand (rest. §69). But
silence is too ambiguous; better
to set the terms of acceptance rather than letting the court decide.
1.
Restatement § 69 – Silence or inaction can operate as acceptance only if (1) offeree takes the benefit when he
had a chance to reject them, and knew offeror expected compensation, or (2) offeror has stated or given offeree a reason to
believe that silence can act as acceptance, or (3) because of previous dealings, it is reasonable for offeree to notify offeror
if he intends not to accept.
d. Time when Acceptance is Effective:
Mailbox Rule
i. Adams v Lindsell (delay mail
offer) – D mailed
offer, but by D’s mistake got delayed. P mailed acceptance same day they rec’d offer. Because
of the delay, D sold to someone else (but P mailed acceptance be4 this). Mailbox Rule says an acceptance of an offer is valid
once it’s mailed.
1. Mailbox
Rule - it’s a default
rule to gives some definiteness to the formation of the contract. Parties can set their own rules,
but if not specified, court will use this rule.
a. Offer
effective upon receipt
b. Acceptance effective on dispatch
c. Rejection/Counteroffer effective on receipt
d. Revocation effective on receipt (min. view
says on dispatch)
e. Rejection followed by Acceptance
i. Rejection effective if it gets there first
ii. Acceptance effective if it gets there first
f. Acceptance followed by rejection
i. Acceptance effective unless (a) rejection
gets there first, and (b) Offeror detrimentally relies on the rejection.
ii. Restatement § 63 – Unless
offer says otherwise, (a) an acceptance is effective upon dispatch (Mailbox rule), even if offeror never gets it (b) an acceptance
under an option contract is not effective until offeror receives the acceptance
iii. Restatement §64 – rules
of acceptance by telephone or teletype uses same rules as when parties are in each other’s presence
iv. Restatement §65 – medium
of acceptance is reasonable if same as that used by offeror, or is customary, unless circumstances indicate otherwise which
offeree knows.
v. Restatement §66 – acceptance
must be properly dispatched, reasonable precautions have to be taken to ensure safe delivery.
vi. Restatement §67 – if
acceptance is improperly sent, or not in manner offeror asked, it is only treated as accepted when dispatched if it arrives
at same time it would have if it were properly sent.
vii. Restatement §68 – a written
revocation, rejection, or acceptance is rec’d when it comes into possession of person addressed, or other authorized
person or place.
III. Nature and Effect of Counter Offer (p 325-336)
a. Restatement §39. Counter-Offers
i. It is an offer made by offeree
to offeror relating to the original offer, but proposing substituted or diff terms
ii. Offeree’s power of acceptance
is terminated by counter-offer (unless offeror manifests a contrary intention or if the counteroffer manifests a contrary
intention of the offeree).
1. Note: an inquiry
or comment about terms is not a counter-offer.
b. Minneapolis & St. Louis Railway v Columbus
Rolling-Mill
(mirror-image)
– D makes offer to P. P accepts but with different qty. D rejects counteroffer and P accepts original offer. The mirror-image
rule says acceptances must
be the mirror image of offers; if not, they are considered counteroffers and destroy the offer. Once
a counter-offer has been made, the original offer is destroyed. Mirror-image rule rarely used.
See rest. §59, and UCC 2-207.
c. UCC 2-207. Additional Terms in Acceptance or Confirmation.
i. Acceptance sent in reasonable
time still acceptance even if there are added or diff terms, unless acceptance made conditional on acceptance of the terms.
ii. The additional terms are proposals
for addition to the contract. Between merchants such terms become part of the contract unless:
1.
the offer expressly limits acceptance to the terms of the offer;
2.
they materially alter it; or
3. notification of objection given in reasonable
time
iii. There’s still a K if
both parties recognize its existence, even if writings do not establish a K. Where there is a discrepancy, the terms of K
are those that both parties’ writings agree to, along w/ other suppl.
iv. Notes on UCC § 2-207:
1.
Eliminates
the “mirror” rule – it lets you have different terms
2. Eliminates the last shot rule - whoever
sends the last paperwork, the terms stick, if no one objects.
3. 2-207
only applies if response to an offer is considered an acceptance. Doesn’t apply to a counter-offer. Doesn’t apply
if performance (section 3).
d. Leonard Pevar v Evans Products (last shot; warranty clause) – Alleged oral contract; must go
to jury to determine. Then court will use 2-207(3). P sends P.O., D sends back conf, with added terms. Court rejects this
last shot rule. Use 2-207(3) to find out the terms of the K, court uses “gap-filler” where terms don’t match
(battle of forms).
e. Restatement § 59 – a reply to an offer
which accepts, but is conditional on something is a counteroffer
f.
Restatement § 61 – an acceptance requesting additional or diff terms is not a counteroffer unless acceptance
is conditional on offeror’s assent to the new terms.
g. Textile Unlimited
v BMH (defective yarn; counteroffer)
– P sends D P.O. (offer) for goods, and D sends back conf w/added terms. The added terms constituted a counteroffer.
There is no express assent because the arbitration term was not included in the contract.
h. Hill v Gateway
2000 (30days, phone)
– Order placed via telephone, & comp shipped. Terms in box, if not returned within 30 days, it would be in effect.
Contract binding. Buyer expected more terms (no sense for cust. rep to recite over phone). UCC 2-207 doesn’t
apply b/c only 1 offer, no counteroffer.
i. Klocek v Gateway (store-bought,
5day) – In this case the return period is only 5 days and the buyer knew nothing about more terms coming (Gateway couldn’t
prove they informed cust, & it was purchased in person). Held that express assent is necessary. Court says added terms
constitute counteroffer so they apply 2-207.
IV. Assent in Electronic Commerce (p 349-360)
a. Specht v Netscape (scroll & click) – free SW provided by clicking through. Terms under
button to go on, so user would have to scroll down to look for it. No assent to the terms because the terms were too obscure.
V.
Termination
of Offer: Destruction of
Power of Acceptance
a. Restatement § 38 – (1)
power of acceptance terminated by rejection, (2) manifestation of intention not to accept is a rejection, unless offeree manifests
he is still considering it
b. When does a revocation take effect?
i. Has to be before acceptance of the offer
is communicated
ii. The offeree must receive notice of the revocation
iii. There must be an unambiguous statement of
revocation by the offeror to the offeree
c. Hendricks v Behee (revocation; to agent) –There is no contract until acceptance of an offer is communicated to the offeror. An offeror may withdraw his offer at any time before acceptance and communication of that fact to him.
i. Restatement § 42 – power
of acceptance terminated when offeree receives offeror’s revocation
d. Dickinson v Dodds (reliable source)– D finds out about P’s intent
to revoke from his agent, then tries to accept. An offer can be revoked at any time before communication of acceptance. The revocation while it must be communicated to the offeree, need not be personally communicated by
the offeror. Communication need only be from a reliable source.
i. Restatement § 43 – power
of acceptance terminated when offeror takes definite action inconsistent with intention to enter into contract, & offeree
acquires reliable info to that effect
e.
Restatement § 40 – rejection or counteroffer sent by mail not effective until rec’d. (see mailbox
rule)
f. Restatement § 46 – when offer is made to
general public, power of acceptance terminated when offeror revokes in the same or comparable manner as the offer
VI. Irrevocable Offer: Option Contracts
a. Humble Oil v Westside ($50) – There is offer, then option K created for offer w/CS. Counteroffer for k1 doesn’t terminate offer. Option contracts create an obligation of the offeror
to keep the option open for a specified time. Offeree is not barred from negotiating within that
time; as long as terms of option contract are met (it’s a separate contract).
i. Restatement § 37. Under Option
contract, power of acceptance is not terminated by counteroffer, rejection or revocation.
b. Marchiondo v
Scheck (commission)
– Unilateral K accepted by performance. There’s part-performance, and then revocation. Offeror could not revoke the offer once it was partially performed; partial performance of a unilateral
contract creates an option (b/c unilateral contract is accepted by full performance). Offeree
must be given opportunity to fully perform (within reasonable time – this is contextual).
i. Restatement § 87:
Option Contract: (1) offer binding as option contract if (a) contract w/ consideration (ok if nominal here) in writing & signed
by offeror, proposes an exchange in fair terms under reasonable time or (b) is if made irrevocable by statute.
(2) an offer which reasonably induces reliance (which must be substantial & foreseeable) is binding as an option
contract to extent necessary to avoid injustice
c. James Baird v Gimbel (bids, unreasonable) – Offer of bid says P must accept.
D unreasonably relied; P revoked offer be4 P accepted. No PE either – although there was reliance, prom estop. not used
for bilateral contracts b/c there is an offer of exchange, and offer not intended to become a promise until consideration
is received.
d. Drennan v Star Paving (bids, reasonable, custom) – P accepts D’s bid and relies.
The D revokes be4 P can accept. PE, b/c he reasonably relied, based on industry custom, D should
have known. P’s reliance was reasonable, so a reliance option is created (open for reasonable time). (rest. 87(2)).
e. SKB Industries
v Insite
(reasonable reliance on bid) –
Same idea with bids. SKB
submitted the bid to Insight for the express purpose of allowing that bid be used in Insite's bid to Beers. It was also foreseeable
that Insite would suffer damages.
f. UCC § 2-205: Firm Offers (same as option contract, but UCC refers to as
firm offers)
i. Offer by merchant
(in a signed writing) where terms assure it will be held open is not revocable for lack of consideration (for stated time
or reasonable time – up to 3 mos). If offeree supplies this assurance, it must be signed by offeror. The
purpose is the intent of offeror to make a firm offer. Verbal still revocable.
VII. Insufficient Agreement: Indefinite, Incomplete or Deferred
Terms
a. Defective Formulation and Expression of Agreement (p 391-400)
i. Raffles v Wichelhaus (Peerless)– Parties thought diff ship the subject
of K. Ship material term b/c of timing & market value. No meeting of the minds if parties
attach diff meanings to a material term. Meeting of the minds necessary for contract formation.
1.
Restatement § 20 - There
is no manifestation of mutual assent to an exchange if the parties attach materially different meanings to their manifestations
and neither knows or has reason to know the meaning attached by the other, or if both parties know what the other’s
meaning. If one party knows & other doesn’t, there is mutual assent.
ii. Konic v Spokane
($56.20) – P
says price is fifty-six twenty. D understands $56.20, P meant $5,620. Price is a material issue here, since it’s such
a big diff in what each party understood. No meeting of the minds if parties attach diff meanings to a material term. Meeting
of the minds necessary for contract formation. (rest. §20)
iii. Mistake
1.
Restatement § 151 – Mistake is a belief that is not in accord with the facts.
2. Restatement § 152 – (1) if both parties mistaken, contract
voidable by adversely affected party
3. Restatement § 153 – if
one party is mistaken, they can void the contract if he does not bear the risk of the mistake, and it would be unfair to enforce
it or the other party knew or should have known of the mistake
4.
Restatement § 154 – A party bears the risk of mistake when (a)risk allocated to him in agreement, or (b)
he knows he only has limited knowledge, but thinks its sufficient (conscious ignorance), or (c) court allocates to him if
reasonable under circumstances
5. Restatement § 155 – when
a written agreement has a mistake, court may reform the writing to reflect the actual agreement (to an extent that it doesn’t
hinder 3rd parties).
b. Indefinite Agreement
i. Varney v Ditmars (fair share
of profits) –
K to give fair share of profits. The words “fair share” were too vague and
uncertain, and amount couldn’t be computer from anything either party said. Contract never consummated, and left to
will of D for further negotiation. The only thing P could collect was for the value of the work he actually did.
1. Restatement § 33 – (1) terms of a contract have to be reasonably
clear to accept, even if offeror intended to make the offer, (2) Clarity is determined if there is a basis for determining
if there is a breach & for giving a remedy, (3) the fact than terms are left open may show that it was not intended as
an offer or acceptance
2. Dissent (Cardozo) – disagrees, says
were not too vague, an amount could be calculated, as long as made with contractual intent. Even though not for sale of goods,
Cardozo mentions 2-204 (3).
ii. Lefkowitz v Great
Minneapolis Surplus Store
(fur) – An ad
can count as an enforceable offer if it is clear, definite, and explicit, leaving no room for negotiation; an ad is
especially likely to count if it specifies who can accept.
c. Incomplete
and Deferred Agreement
i. UCC §2-204 Formation in General.
1.
K for sale of goods can be made in any manner to show agreement (O&A, conduct)
2. Agreement sufficient for contract even if moment of making is undetermined.
3. Even if one or more terms are left open, a contract
for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain
basis for giving an appropriate remedy.
4. (a) Contract ok if
formed by electronic agents, even if no individual was aware of the agreement made. (b) Contract ok if btwn electronic agent & individual. Contract formed if the individual takes actions that
the he is free to refuse to take or makes a statement, and the individual has reason to know that the actions or statement
will:
a. (i) cause the electronic agent to complete the transaction or performance;
or
b. (ii) indicate acceptance of an offer, regardless of other expressions
or actions by the individual to which the electronic agent cannot react.
ii. Metro-Goldwyn-Mayer,
Inc. v Scheider (actor)–
Parties agreed that D would star in a TV series, but left open the starting date. This was industry practice, which both parties
aware of. Even though there was an indefinite matter, there were enough agreement on enough terms
(made in good faith), so contract is enforceable. (UCC §2-204(3)).
iii. Joseph Martine,
Jr. Deli v Schumacher
(lease renewal)
– Lease provision has renewal clause, “to be agreed upon.” D wants to charge more than fair market value.
Court says the contract is too indefinite on
how to find rent price and parties hadn’t agreed on method. Parties are free to contract, court shouldn’t
impose. Court doesn’t want to use UCC, b/c not goods, and real estate more susceptible to
market. Dissent says court should fix a reasonable rate so as to avoid injustice.
iv. Oglebay Norton
v Armco (iron ore) –
Parties enter into service contract for P to ship goods for P, based on reasonable price, and gives 2 ways to calculate this.
The parties intended to be bound b/c of long-standing and close relationship. The methods in contract to calculate
price are no longer available, but court says since they intended to be bound, so still enforceable, and court will apply
a reasonable rate, and a mediator for future agreements. Court can do this since they intended to be bound, and court is
only helping them carry out their contractual duties. Court analogizes UCC§ 2-204 (though not for goods), for gap-fillers court can imply.
d.
UCC § 1-205 – Reasonable time under UCC depends on circumstances. An action is taken seasonably if taken at or within agreed
time, or within reasonable time.
e. Restatement § 178 – A term may be unenforceable
on grounds of public policy. To figure this out, look at interest in enforcement of the term, and weighing public policy against
enforcement of the term. (Balancing of interests).
f. Restatement § 179 – public policy against enforcement of some
term because of legislation or need to protect public welfare
g. Restatement § 249 – Payment can be made in legal tender or other manner ok in the context, unless oblige demands legal tender, and gives reasonable time to procure it.
h. Restatement § 362 – Specific
performance or injunction will not be granted unless the terms of the contract are sufficiently certain to provide a basis
for an appropriate order.
