Academy Chicago Publishers v. Cheever

Publisher sought a declaratory judgment defining the parties' rights under a publishing agreement. The trial court entered judgment for the publisher; the author's widow appealed.

Mary Cheever signed an agreement to deliver a manuscript of her late husband's uncollected short stories. The agreement fixed no length, no delivery date, no content, and no minimum number of stories.

Whether a publishing agreement lacking essential terms is an enforceable contract.

A contract is unenforceable where its essential terms are so indefinite that a court cannot determine what the parties agreed to or fashion a remedy for breach.

No. The agreement is unenforceable for indefiniteness.

Without agreement on the manuscript's content, length, or delivery, a court cannot say when performance is due or whether it has occurred, and cannot order specific performance.

Indefiniteness; agreements to agree; gap-filling limits.

Reversed and remanded.

No separate opinions were filed.

Pitfall: indefiniteness is not the same as a missing writing. The Statute of Frauds is not at issue.

A standard teaching case on the limits of judicial gap-filling in contract formation.

Sun Printing & Publishing Ass'n v. Remington Paper, 235 N.Y. 338 (1923).