An offer or proposal must be capable of creating legal relations, or no contract can result. An agreement cannot create an obligation, or legal relations, unless it is capable of being enforced by the courts; and, as we have seen, creation of an obligation is essential.
It follows that, to result in a contract, the agreement must be sufficiently definite and certain to enable the court to collect from it the full intention of the parties, for the court cannot make an agreement for them.*4 The parties may have come to a real agreement, but they must take the chances of not having made it intelligible.45 It is generally said that the contract or the agreement or the promise must be certain, but it is the same thing to say that the offer must be certain. An uncertain offer is sometimes apparently remedied by its acceptance, but this is not really so, for an acceptance must be identical with the terms of the offer. If it varies from them, as it must in order to remedy uncertainty in the offer, it is not an acceptance, but a counter offer.
The rule, then, is that the offer must not be so indefinite as to make it impossible for the court to say what was promised.48 Thus, where a person bought a horse, and promised that, if it was lucky to him, he would give a certain additional sum, "or the buying of another horse," it was held that the promise was too loose and vague to be considered in a court of law.47 And so, where a person agrees to perform services for such remuneration as shall be deemed right, or for such wages as his employer shall deem right or reasonable, or for "good wages," it is held that there is not a sufficiently definite promise of payment to be capable of enforcement.48
44Thomson v. Gortner, 73 Md. 474. 21 Atl. 371; Marble v. Oil Co., 169 Mass. 553, 48 N. E. 785; In re Purves' Estate, 196 Pa. 438, 46 Atl. 369; Faulkner v. Drug Co., 117 Iowa, 120, 90 N. W. 585; Butler v. Kemmerer, 218 Pa. 242, 67 Atl. 332 (collecting cases); Northrup v. Colter, 150 Mo. App. 639, 131 S. W. 364. Uncertainty as to price or terms of payment on sale of land. George v. Conhaim, 38 Minn. 338, 37 N. W. 791; Smoyer v. Roth (Pa. Sup.) 13 Atl. 191; Everett v. Dilley, 39 Kan. 73, 17 Pac. 661. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig. §§ 10-20.
45 Pol. Cont. 42.
46 CHEROKEE TANNING EXTRACT CO. v. WESTERN UNION TELEGRAPH CO., 143 N. C. 376, 55 S. E. 777, 118 Am. St. Rep. 806, Throckmorton Cas. Contracts, 31; Guthing v. Lynn, 2 Barn. & Adol. 232; Sherman v. Kits-miller, 17 Serg. & R. (Pa.) 45; Freed v. Mills, 120 Ind. 27, 22 N. E. 86; Thomson v. Gortner, 73 Md. 474, 21 Atl. 371; Erwin v. Erwin, 25 Ala. 236; Northrup v. Colter, 150 Mo. App. 639, 131 S. W. 364; Gray v. Toledo, St. L. & W. R. Co., 143 Mo. App. 251, 128 S. W. 227; Harvey v. Facey, L. R.  App. Cas. 552. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig. §§ 10-20.
This rule, however, is subject to the maxim, "Id certum est quod certumreddipptest."49 For this reason an offer to sell goods need not necessarily specify the amount that may be ordered, but may leave it for the person to whom the offer is made to specify the amount in his acceptance. If this is the intention of the parties, the acceptance concludes the contract, and does not amount to a counter proposal necessary to be accepted.50 The intention is important here, in" order to distinguish these cases from those in which it is held that the acceptance does not conclude a contract because the proposer did not intend to affect his legal relations, but merely to invite negotiations.51 For the same reason it is not necessary, in offering to sell goods, to name the price, for, if no price is specified, a seasonable price will be implied. Other illustrations of the application of this rule are given below.52
47 Guthing v. Lynn, supra. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig. §§ 10-20.
48 Taylor v. Brewer, 1 Maule & S. 290; Roberts v. Smith, 4 Hurl. & N. 315; Fairplay School Tp. v. O'Neal, 127 Ind. 95, 26 N. E. 6S6. But see Caldwell v. School Dist. (C. C.) 55 Fed. 372; Henderson Bridge Co. v. McGrath, 134 U. S. 260, 10 Sup. Ct 730, 33 L. Ed. 934. The following promises have been held void for uncertainty: To give a person a house, and provide for her at promisor's death, if she would live with him. Wall's Appeal, 111 Pa. 460, 5 Atl. 220, 56 Am. Rep. 2S8. To let a person retain possession of property on his paying the same rent the promisor "might be able to obtain from other parties." Gelston v. Sigmund, 27 Md. 334. That a person should have preference in renting of property so long as it should be rented for store. Delashmutt v. Thomas, 45 Md. 140. To take a house "if put into thorough repair," and if the drawing rooms were "handsomely decorated, according to the present style." Taylor v. Portington, 7 De Gex, M. G. 328. To sell land, reserving "the necessary land for making a railway." Pearce v. Watts, 20 Eq. 492. Agreement by which a person is to work in a mine, and receive a certain sum per ton on all ore produced, as long as the mine can be made to pay. Davie v. Mining Co., 93 Mich. 491, 53 N. W. 625, 24 L. R. A. 357. Promise to take note for certain sum, without specifying terms. Van Schaick v. Van Buren, 70 Hun, 575, 24 N. Y. Supp. 306. On order for goods which does not state the quantity, quality, or price to be paid. Price v. Stipek, 39 Mont. 426, 104 Pac. 195. A promise to divide a profit, if any is made, on a very liberal basis. Butler v. Kemmerer, 218 Pa. 242, 67 Atl. 332. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig. §§ 10-20.
49 Parker v. Pettit, 43 N. J. Law, 512; Miller v. Kendlg, 55 Iowa, 174, 7 N. W. 500; Thompson v. Stevens, 71 Pa. 161. See "Contracts," Dec. Dig. (Key-So.) § 9; Cent. Dig. §§ 10-20.
50 Dambmann v. Lorentz, 70 Md. 3S0, 17 Atl. 389, 14 Am. St Rep. 364. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig. §§ 10-20.
Same - Capacity of Parties - Form - Consideration - Legality of Object In order that an offer be capable of creating legal relations, (a) it must be made by and to a party capable of contracting; (b) it must be made in the form prescribed by law; (c) if it is to be accepted by the giving of a promise, it must be a consideration for the promise; and, if it is an offer of a promise, the act, forbearance, or promise asked in return must be a consideration; and (d) the act or forbearance done or contemplated must be lawful. These matters will be discussed in subsequent chapters, dealing with the capacity of parties, form, consideration, and legality of the object of contracts.
51 Ante, p. 51.
52 The following contracts have been held sufficiently certain: Contract making extent of promisor's liability such as may be imposed by a certain statute. Town of Hamden v. Merwin, 54 Conn. 418, 8 Atl. 670. A promise to buy all the supplies of a certain kind the promisor may need. Lenz v. Brown, 41 Wis. 172; Levey v. Railroad Co., 4 Misc. Rep. 415, 24 N. Y. Supp. 124; .Minnesota Lumber Co. v. Coal Co., 160 111. 85, 43 N. E. 775, 31 L. R. A. 529; Hickey v. O'Brien, 123 Mich. 611, 82 N. W. 241, 49 L. R. A. 594, 81 Am. St. Rep. 227. See post, p. 149.. A promise to sell all the future produce of a certain vineyard the promisee may wish. Keller v. Ybarru, 3 Cal. 147. And see Bates v. Childers, 5 N. M. 62, 20 Pac. 164; Booske v. Ice Co., 24 Fla. 550, 5 South. 247; McCall Co. v. Icks, 107 Wis. 232, 83 N. W. 300. Deflniteness as to territory in which party shall have exclusive right to sell goods, - "in D. and the territory tributary thereto." Kaufman v. Manufacturing Co.,. 78 Iowa, 679, 43 N. W. 612, 16 Am. St. Rep. 462. Cf. Hauser v. Harding, 126 N. C. 295, 35 S. E. 586. Describing a party as "Mr. Lee" does not render the contract uncertain, as it may be explained by parol. Lee v. Cherry, 85 Tenn. 707, 4 S. W. 835, 4 Am. St. Rep. 800. Promise to erect "a good steam sawmill." Fraley v. Bentley, 1 Dak. 25, 46 N. W. 506. Sale of a stock of merchandise, "all soiled or damaged goods at valuation." Sergeant v. Dwyer, 44 Minn. 309, 46 N. W. 444. Promise to employ a person "for 12 months commencing not later than the 15th of July, possibly the 1st of July, the date to be fixed by" the promisee. Troy Fertilizer Co. v. Logan, 96 Ala. 619, 12 South. 712. Agreement to furnish a person with "steady and permanent employment." Pennsylvania Co. v. Dolan, 6 Ind. App. 109, 32 N. E. 802, 51 Am. St. Rep. 289. See, also, Carnig v. Carr, 167 Mass. 544, 46 N. E. 117, 35 L. R. A. 512, 57 Am. St. Rep. 488. Agreement to furnish a certain number of car loads of lumber, a car load varying from 35,000 to 60,000 feet. Indianapolis Cabinet Co. v. Herrmann, 7 Ind. App. 462, 34 N. E. 579. Sale of nine walnut trees standing on the vendor's land, marked when the sale is made. Carpenter v. Medford, 99 N. C. 495, 6 S. E. 785, 6 Am. St. Rep. 535. Contract with provision that it should be renewed for further term if plaintiff succeeded in doing such a business as defendant might "reasonably expect." Worthington v. Beeman, 91 Fed. 232, 33 C. C. A. 475. Contract providing for a "reasonable compensation." Wehner v. Bauer (C. C.) 160 Fed. 240. Contract to pay a sum which will be "right" or "satisfactory." Silver v. Graves, 210 Mass. 26, 95 N. E. 948. Contract to pay "a fair and equitable share of the net profits" of a business. Noble v. Joseph Burnett Co., 208 Mass. 75, 94 N. E. 289. See "Contracts," Dec. Dig. (Key-No.) § 9; Cent. Dig, §§ 10-20.