This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
The context of a contract or the surrounding circumstances, or both, may give sufficient certainty to terms which, without such aid, would be indefinite and uncertain.1 The context and the surrounding facts may show that the consideration is sufficiently certain, although that fact would not appear from the language of the contract taken by itself. Thus offers to pay one-third of the moneys received from all the privileges on fair grounds;2 an offer to sell goods, to be resold for cash, the money thus received, less certain specified expenses, to be turned over to the original vendor, out of which money the goods bought are to be paid for;3 an offer to allow the buyer of corporate stock to retain out of the purchase price an amount equal to the unpaid debts of the corporation;4 a promise to furnish fifteen thousand dollars or such sum as might be necessary to buy a certain tract of land;5 a promise to pay a certain sum for a certain tract of realty and also in addition to pay the difference between such sum and the sum which the vendee might afterwards pay for certain other tracts;6 and a promise to an injured employe, upon payment of a sum of money to "make it right" if he did not get well in a certain fixed time,7 were each held sufficiently definite. The reservation of the power to make changes in the contract, the compensation to be made in case of such change, it being fixed by the contract, does not render the contract indefinite.8 The context and the surrounding facts may show that the subject-matter is sufficiently certain, although that fact would not appear from the language of the contract taken by itself. An offer to sell "five thousand, or more, stoves," if it can be construed as meaning of the same kinds and proportionate numbers as those of former orders between the same parties;9 an offer to sell a certain fraction of the total amount of the capital stock to be thereafter issued in a corporation to be formed;10 a contract to buy "about forty thousand shares of the capital stock" of a certain mining corporation, "or an investment of not to exceeding $15,000," and to divide the profits and share the losses equally;11 a contract to convert a heading mill into a stave mill and manufacture staves, although it does not specify the kind of machinery which is to be installed, or the kind of staves which are to be manufactured;12 and an offer to A in consideration of his "assisting to make a success" of a wholesale cigar business,13 are sufficiently definite. A description of realty is sufficiently definite if it can be made definite by extrinsic evidence.14 A contract to carry the personal freight of certain parties is sufficiently definite, since it means freight owned by them individually.15 If a proposition is made to furnish certain fixtures which are described with reasonable accuracy, both as to construction and material, and is accepted, the fact that the proposition contains a provision "complete plans, specifications, and details to be submitted and approved by purchaser," does not render the contract so uncertain that the purchaser can avoid the contract without furnishing such specifications.16
1 United States. Hines v. Roller, 239 Fed. 486, 152 C. C. A. 364: In re Charles Wacker Co., 244 Fed. 483.
Alabama. Thompson v. Strong, - Ala. - , 74 So. 34.
California. Henrici v. South Feather Land A Water Co., - Cal. - , 170 Ac. 1135.
Iowa. Waite v. Consigny, - la. - , 167 N. W. 200.
Louisiana. Northcut v. Johnson, - La. - ,78 So. 731.
Michigan. Alderton v. Williams, 130 Mich. 296, 102 N. W. 753; Walsh v. Oakman. 199 Mich. 688, 165 N. W. 737.
Montana. Schwab v. McVey, 54 Mont. 422, 171 Ac. 277.
South Carolina. Jackson v. "Rogers, - S. Car. - , 06 S. E. 692.
Tennessee. Danheiser v. Germania Savings Bank & Trust Co., 137 Tenn. 650, 104 S. W. 1094.
Washlneton. Be Pauw University v. Ankeny, 07 Wash. 451. 166 Ac. 1148.
2 Jackson v. Rogers, - S. Car. - , 96 S. E. 692.
3 Walsh v. Oakman, 199 Mich. 688,165 N. W. 737; Danheiser v. Germania Savings Bank & Trust Co., 137 Tenn. 650, 194 S. W. 1004.
4 Northcut v. Johnson, - La. - , 78 So. 731.
5 Northcnt v. Johnson, - La. - , 78 So. 731.
6 De Pauw University v. Ankeny, 97 Wash. 451, 166 Ac. 1148.
7 Ehrenstrom v. Phillips (Del.), 77 Atl. 81. (See. however, Gregory v. Oregon Fruit Juice Co., 84 Or. 100, 164 Ac. 728.)
1 United States. Solter v. Leedom & Worrell Co., 252 Fed. 133 [affirming In re Charles Wacker Co., 244 Fed. 483].
Georgia. Barnes v. Coan, 147 Ga. 478, 94 S. E. 564.
Illinois. Concordia Fire Ins. Co. v. Heffron, 84 III. App. 610.
Oregon. Patterson v. Chambers' Power Co., 81 Or. 328, 159 Ac. 568; Eugene v. Chambers' Power Co., 81 Or. 352, 159 Ac. 576.
Pennsylvania. Lulay v. Barnes, 172 Pa. St. 331, 34 Atl. 52.
2 Dargin v. Hewlitt, 115 Ala. 510, 22 So. 128.
3 Clement v. Drybread, 108 la. 701, 78 N. W. 235.
4 Northern, etc., Ry. Co. v. Walworth, 193 Pa. St. 207, 74 Am. St. Rep. 683, 44 Atl. 253.
5 Floyd v. Kicklighter, 139 Ga. 133, 76 S. E. 1011.
6 Paull v. Pittsburgh W. & K. R. Co., 72 W. Va. 263, 78 S. E. 100.
7 Brennan v. Employers' Liability Assur. Corporation, 213 Mass. 365, 100 N. E. 633.
8 United States v. McMullen, 222 U. S. 460, 56 L. ed. 269 [reversing McMullen v. United States, 167 Fed. 460, 93 C. C. A. 96].
9 Hardwick v. American Can Co., 113 Tenn. 657, 88 S. W. 797.
10Huse, etc., Co. v. Heinze, 102 Mo. 245, 14 S. W. 756.