Hindes v. Wilmington Poetry Soc.
| Decision Date | 04 February 1958 |
| Citation | 37 Del.Ch. 80,138 A.2d 501 |
| Parties | , 116 U.S.P.Q. 301 Ruthanna HINDES, Plaintiff, v. WILMINGTON POETRY SOCIETY and Delaware Writers, Inc., a corporation of the State of Delaware, and David Hudson, Defendants. |
| Court | Court of Chancery of Delaware |
James T. McKinstry of Richards, Layton & Finger, Wilmington, for plaintiff.
Thomas Herlihy, Jr., and Joseph M. Kwiatkowski, Wilmington, for defendants.
SEITZ, Chancellor.
Plaintiff's complaint seeks, inter alia, a declaration that an alleged 'agreement' is invalid because it is too indefinite to be enforced.
Under the agreement between plaintiff and the corporate defendant, the plaintiff turned over to the defendant for printing and publishing an original manuscript prepared by her and entitled, 'Delaware Silversmiths--1700-1850'. The agreement in issue was orally reached at a meeting of the Executive Committee of the defendant, Wilmington Poetry Society and Delaware Writers, Inc., on October 27, 1954. No written agreement was ever executed by the parties nor was one contemplated. The only written evidence of the terms of the agreement are the minutes of the Executive Committee meeting. Plaintiff relies upon the minutes as reflecting the entire agreement. Defendants also relied upon the minutes until the trial had progressed to a point where the issue of definiteness became rather important. Thereafter and now defendants suggest that the agreement evident from the minutes does not embrace the full understanding with respect to royalties and discounts. They assert that the full agreement was that defendant was to pay plaintiff at least the usual royalties and grant the usual discount to her.
After the Executive Committee meeting the manuscript was submitted to defendants and its printing progressed through the page proof stage. Then difficulties developed between plaintiff and the corporate defendant's editor-in-chief--the individual defendant. As a result of such differences the matter came to a grinding halt. Plaintiff then commenced this litigation to recover her manuscript.
Following a hearing on the merits of this case, the court granted plaintiff's motion to first determine the issue as to whether or not the agreement in question was too indefinite to be legally binding. This is the decision thereon.
Since the parties are in accord that the basic agreement is evidenced by the minutes of the Executive Committee meeting, I now consider plaintiff's attack on the definiteness of certain provisions thereof. Plaintiff says that the agreement is too indefinite in at least three respects:
1. The provision that 'Royalties to the author to be settled upon after publication costs are met' is nothing more than an agreement to agree at a future time and therefore too indefinite.
2. The provision that 'Discount to the author on copies for gifts will be agreed upon later, or after publication' is subject to a similar infirmity.
3. The failure to provide for a publication date, particularly when considered in conjunction with the two previously mentioned provisions, renders the agreement too indefinite to be enforced.
Defendants' basic responses are as follows:
1. The provisions as to discounts and royalties are not essential provisions of the agreement.
2. The provisions in question are not indefinite but, if they are, the court should cure any indefiniteness by reading a reasonableness requirement or trade custom or usage rate into them.
3. Since the defendant rendered substantial performance in reliance upon the existence of an agreement, plaintiff should not be permitted to avoid the consequences of her own voluntary action in entering into the agreement.
Clearly, material provisions of an agreement can be so indefinite that the agreement will not be enforced. The Most Worshipful, etc., v. Hiram Grand Lodge, 32 Del.Ch. 85, 80 A.2d 294; see 1 Williston On Contracts, (3rd ed., Jaeger), § 45. However it is equally true that a court will not upset an agreement where the indefinite provision is not an essential term.
I now consider whether the provision for royalties was an essential provision of the agreement. The minutes call for 'Royalties to the author to be settled upon after publication costs are met'. A provision for compensation is certainly one of the most important aspects of any agreement. While it may be true that many authors work for 'love' it is a hard fact of life that they also are generally interested in monetary reward. The compensation in the form of royalties must here be considered to have been more than a detail.
I conclude that the provision for the amount of royalty payments was an essential term of the contract. I am...
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Berman v. City of N.Y.
...terms of the contract. SeeLeeds v. First Allied Conn. Corp., 521 A.2d 1095, 1097 (Del. Ch. Ct. 1986); Hindes v. Wilmington Poetry Soc'y, 138 A.2d 501, 503 (Del. Ch. Ct. 1958).22 Drawing all permissible factual inferences in plaintiffs' favor, as the Court must do in assessing defendants' mo......
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...Though true that this letter did mention one essential term, quantity, other essential terms are lacking. See Hindes v. Wilmington Poetry Soc'y, 138 A.2d 501, 503 (Del.Ch.1958). Most notably, Scotts explicitly conditioned its desire to begin discussions about entering into an agreement rega......
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...essential terms of the contract. See Leeds v. First Allied Conn. Corp., 521 A.2d 1095, 1097 (Del.Ch.Ct.1986); Hindes v. Wilmington Poetry Soc'y, 138 A.2d 501, 503 (Del.Ch.Ct.1958).22 Drawing all permissible factual inferences in plaintiffs' favor, as the Court must do in assessing defendant......
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