Academy Chicago Publishers v. Cheever
| Decision Date | 20 June 1991 |
| Docket Number | No. 70587,70587 |
| Parties | , 161 Ill.Dec. 335, 18 Media L. Rep. 2327 ACADEMY CHICAGO PUBLISHERS, Appellant, v. Mary W. CHEEVER, Appellee. |
| Court | Illinois Supreme Court |
John Thomas Moran, Jr., Marc L. Fogelberg, McBride, Baker & Coles, Chicago, for Academy Chicago Publishers.
M. Leslie Kite, M. Leslie Kite & Associates, P.C., Chicago, Martin Garbus, Maura Wogan, Russell Smith, Frankfurt, Garbus, Klein & Selz, New York City, for Mary W. Cheever.
This is a suit for declaratory judgment. It arose out of an agreement between the widow of the widely published author, John Cheever, and Academy Chicago Publishers. Contact between the parties began in 1987 when the publisher approached Mrs. Cheever about the possibility of publishing a collection of Mr. Cheever's short stories which, though previously published, had never been collected into a single anthology. In August of that year, a publishing agreement was signed which provided, in pertinent part:
"Agreement made this 15th day of August 1987, between Academy Chicago Publishers or any affiliated entity or imprint (hereinafter referred to as the Publisher) and Mary W. Cheever and Franklin H. Dennis of the USA (hereinafter referred to as Author).
Whereas the parties are desirous of publishing and having published a certain work or works, tentatively titled The Uncollected Stories of John Cheever (hereinafter referred to as the Work):
* * * * * *
2. The Author will deliver to the Publisher on a mutually agreeable date one copy of the manuscript of the Work as finally arranged by the editor and satisfactory to the Publisher in form and content.
* * * * * *
5. Within a reasonable time and a mutually agreeable date after delivery of the final revised manuscript, the Publisher will publish the Work at its own expense, in such style and manner and at such price as it deems best, and will keep the Work in print as long as it deems it expedient; but it will not be responsible for delays caused by circumstances beyond its control."
Academy and its editor, Franklin Dennis, assumed the task of locating and procuring the uncollected stories and delivering them to Mrs. Cheever. Mrs. Cheever and Mr. Dennis received partial advances for manuscript preparation. By the end of 1987, Academy had located and delivered more than 60 uncollected stories to Mrs. Cheever. Shortly thereafter, Mrs. Cheever informed Academy in writing that she objected to the publication of the book and attempted to return her advance.
Academy filed suit in the circuit court of Cook County in February 1988, seeking a declaratory judgment: (1) granting Academy the exclusive right to publish the tentatively titled, "The Uncollected Stories of John Cheever"; (2) designating Franklin Dennis as the book's editor; and (3) obligating Mrs. Cheever to deliver the manuscript from which the work was to be published. The trial court entered an order declaring, inter alia: (1) that the publishing agreement executed by the parties was valid and enforceable; (2) that Mrs. Cheever was entitled to select the short stories to be included in the manuscript for publication; (3) that Mrs. Cheever would comply with her obligations of good faith and fair dealing if she delivered a manuscript including at least 10 to 15 stories totaling at least 140 pages; (4) Academy controlled the design and format of the work to be published, but control must be exercised in cooperation with Mrs. Cheever.
Academy appealed the trial court's order, challenging particularly the declaration regarding the minimum story and page numbers for Mrs. Cheever's compliance with the publishing agreement, and the declaration that Academy must consult with defendant on all matters of publication of the manuscript.
The appellate court affirmed the decision of the trial court with respect to the validity and enforceability of the publishing agreement and the minimum story and page number requirements for Mrs. Cheever's compliance with same. The appellate court reversed the trial court's declaration regarding control of publication, stating that the trial court erred in considering extrinsic evidence to interpret the agreement regarding control of the publication, given the explicit language of the agreement granting exclusive control to Academy. (200 Ill.App.3d 677, 146 Ill.Dec. 386, 558 N.E.2d 349.) Appeal is taken in this court pursuant to Supreme Court Rule 315(a) (134 Ill.2d R. 315(a)).
The parties raise several issues on appeal; this matter, however, is one of contract and we confine our discussion to the issue of the validity and enforceability of the publishing agreement.
While the trial court and the appellate court agreed that the publishing agreement constitutes a valid and enforceable contract, we cannot concur. The principles of contract state that in order for a valid contract to be formed, an "offer must be so definite as to its material terms or require such definite terms in the acceptance that the promises and performances to be rendered by each party are reasonably certain." (1 Williston, Contracts §§ 38 through 48 (3d ed. 1957); 1 Corbin, Contracts §§ 95 through 100 (1963).) Although the parties may have had and manifested the intent to make a contract, if the content of their agreement is unduly uncertain and indefinite no contract is formed. 1 Williston § 37; 1 Corbin § 95.
The...
To continue reading
Request your trial
-
Seymour v. Hug
...of construction and applicable principles of equity, ascertain what the parties have agreed to. Academy Chicago Publishers v. Cheever, 144 Ill.2d 24, 29, 161 Ill.Dec. 335, 578 N.E.2d 981 (1991); see also Dawson, 977 F.2d at 373. There is no requirement that an agreement be "signed, sealed, ......
-
In re Midway Airlines, Inc., Bankruptcy No. 91 B 06449
...minds with respect to the terms of the contract, and they must have intended to be bound. Academy Chicago Publishers v. Cheever, 144 Ill.2d 24, 30, 161 Ill.Dec. 335, 338, 578 N.E.2d 981, 984 (1991); Midland Hotel Corp. v. Reuben H. Donnelley Corp., 118 Ill.2d 306, 313, 113 Ill.Dec. 252, 256......
-
Miksis ex rel. Miksis v. Evanston Twp. High Sch. Dist. # 202
...is no basis for deciding whether the agreement has been kept or broken, there is no contract." Acad. Chi. Publishers v. Cheever , 144 Ill.2d 24, 161 Ill.Dec. 335, 578 N.E.2d 981, 984 (1991). A meeting of the minds sufficient to form an enforceable contract requires that the parties "assent[......
-
Marzano v. Proficio Mortg. Ventures, LLC
...certain and the court can determine “whether the agreement has been kept or broken.” Id. (quoting Acad. Chi. Publishers v. Cheever, 144 Ill.2d 24, 161 Ill.Dec. 335, 578 N.E.2d 981, 984 (1991)). The key determination is whether there was “a meeting of the minds on the integral features of an......
-
RACE IN CONTRACT LAW.
...M. Burlington Co., 582 A.2d 123 (Vt. 1990), repr. in FARNSWORTH (9th), supra note 24, at 324-26. (597) Acad. Chic. Publishers v. Cheever, 578 N.E.2d 981 (Ill. 1991), repr. in FULLER (10th), supra note 24, at (598) Ins. Co. v. Wilkinson, 80 U.S. 222, 223 (1871); Kirksey v. Kirksey, 8 Ala. 13......
-
GERHART AND PRIVATE LAW'S MELODY OF REASONABLENESS.
...loss). (118.) Gerhart, Contract Law, supra note 3, at 116-19. (119.) Id. at 116. (120.) See, e.g., Acad. Chi. Publishers v. Cheever, 578 N.E.2d 981, 983 (111. (121.) See, e.g., Off. Pavilion S. Fla., Inc. v. ASAL Prods., Inc., 849 So.2d 367, 370 (Fla. Dist. Ct. App. 2003). (122.) Restatemen......