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.
A defective description of the subject-matter may be aided by extrinsic reference,2 such as a reference to a tract described as being in a certain township and as "now being advertised for sale,"3 or as property to be recovered in certain litigation.4 The quantity of the subject-matter may be fixed by reference to extrinsic facts; a contract to sell "all the land that I own" at a certain place, is sufficiently certain.5 An offer by A to B to furnish B with all the goods of a certain kind that he may need during a certain time,6 such as coal,7 iron,8 cans,9 or ice,10 is certain.11 So an agreement to furnish as much oil as the purchaser might need;12 a contract to sell to a dealer all the wire that he might need to supply his customers;13 and a contract by a carrier to pay a certain rate for handling all the goods delivered by such carrier at a certain point,14 are each sufficiently certain. A contract to " furnish water for irrigation on lands described in within agreement," is sufficiently certain.15 A contract by one to sell all of a certain commodity that he might manufacture or own, is sufficiently certain.16 A contract between A and B, by which A agrees to buy all of the goods that B should manufacture until A should notify B to discontinue manufacturing such goods, is sufficiently definite to enable B to recover for all the goods which he made up to the time that he received notice to discontinue.17 An offer "for all steel bow sockets for 1888," accepted "subject to all unavoidable or unforeseen causes," was held definite enough,18 and so was a promise to sell one of each size and style of certain patterns, produced by the manufacturer thereof during the next two years.19 A contract by which A agrees to sell to B five thousand stoves, or more, to be shipped within one year, is said to be sufficiently definite if the sizes, kinds, and the like, can be ascertained from the previous dealings between the manufacturer and the predecessor in interest of the purchaser.20 A contract between two mine owners, by which one of them was to have the water pumped from both mines, and the other was to pay his proportion of the expense of such pumping, is sufficiently certain, although it does not specify what fraction of such expense such party should pay, nor does it bind the other party to continue such pumping for any specified period of time.21
11 Morgan v. Child, 41 Utah 562, 128 Ac. 521.
12 Alderton v. Williams, 139 Mich. 296, 102 N. W. 753.
13 Sutliff v. Seidenberg, 132 Cal. 63, 64 Ac. 131, 469.
14 Barnes v. Cowan, 147 Ga. 478, 94 S. E. 564.
15 Hurley v. Big Sandy & C. R. Ry. Co., 137 Ky. 216, 125 S. W. 302.
16 Bernard Gloekler Co. v. Carr, 72 W. Va. 720, 79 S. E. 732.
1 Waite v. Consigny, - la. - , 167 N. W. 200; Alston v. Savage, 173 N. Car. 213, 91 S. E. 842.
2 Hines v. Roller, 239 Fed. 486, 152
C. C. A. 364; Dixie Industrial Co. v. Benson, - Ala. --, 79 So. 615; Boney v. Cheshire, - Ga. - , 92 S. E. 636; Zipperer v. Helmnly, - Ga. - , 97 S. E. 74; Huber v. Johnson, 174 Ky. 697, 192 S. W. 821; Gates v. McLaulin, 199 Mich. 438, 165 N. W. 614; Asberry v. Mitchell, 121 Va. 276, 93 S. E. 638; Harper v. Wallerstein, 122 Va. 274, 94 S. E. 781; Crookshanks v. Ransbarger, - W. Va. - , 92 S. E. 78; Hermann v. Goddard, - W. Va. - , 96 S. E. 792.
3 Alston v. Savage, 173 N. Car. 213, 91 S. E. 842.
4 Gates v. McLaulin, 199 Mich. 438,165 N. W. 614.
5 Bateman v. Riley, 72 N. J. Eq. 316, 73 Atl. 1006.
Illinois. Minnesota Lumber Co. v. Coal Co., 160 111. 85, 31 L. R. A. 529, 43 N. E. 774 [reversing 56 111. App. 248]. (A contract by the lumber company for its "requirements" of coal for a certain season.)
Michigan. Hickey v. O'Brien, 123 Mich. 611, 81 Am. St. Rep. 227, 49 L. R. A. 594, 82 N. W. 241; E. C. Dailey Co. v. Can Co., 128 Mich. 591. 87 N. W. 761.
Minnesota. Scott v. T. W. Stevenson Co., 130 Minn. 151, 153 N. W. 316.
New York. Wells v. Alexander, 130 N. Y. 642, 15 L. R. A. 218, 29 N. E. 142.
7 Minnesota Lumber Co. v. Coal Co., 160 III. 85, 31 L. R. A. 529, 43 N. E. 774 [reversing 56 111. App. 248].
8 National Furnace Co. v. Mfg. Co., 110 111. 427.
9 E. C. Dailey Co. v. Can Co., 128 Mich. 591, 87 N. W. 761.
10 Smith v. Morse, 20 La. Ann. 220; Hickey v. O'Brien, 123 Mich. 611, 81 Am. St. Rep. 227, 49 L. R. A. 594, 82 X. W. 241.
11 Whether such promise is supported by sufficient consideration if accepted, see Sec. 308.
12 Vicksburg Waterworks Co. v. Petroleum Co., 86 Miss. 60, 38 So. 302.
13 American Steel & Wire Co. v. Cope-land, 159 N. Car. 556, 75 S. E. 1002.
14 Eastern Ry. Co. v. Tuteur, 127 Wis. 382, 105 N. W. 1067.
15 Henrici v. South Feather Land & Water Co., - Cal. - , 170 Ac. 1135.
16 Ramey Lumber Co. v. John Schroeder Lumber Co., 237 Fed. 39, 150 C. C. A. 241.
17 McTntyre Lumber & Export Co. v. Jackson Lumber Co., 165 Ala. 268, 138 Am. St. Rep. 66, 51 So. 767.
18 Shadbolt, etc., Co. v. Topliff, 85 Wis. 513, 55 N. W. 854.
On the other hand, an offer by A to B to furnish B with all the goods of a certain kind that B wishes during a certain time, is indefinite, as B may wish any amount, however large.22 Thus a contract to saw all the lumber which another should furnish, is unenforceable.23 Further, such contracts are without consideration, as B may not wish any.24
The time, though not definite in itself, may be fixed sufficiently by a reference to some other fact or event. If the time of performance is one which is bound to happen at some time in the future, such contract is certain, even though the time can not be fixed in advance. Accordingly a promise by A to marry B when A's wife, already divorced, shall die, is certain.26 An offer to furnish gas for an electric light plant as long as the gas-well holds out, though the owner of the well can sell and use gas for other purposes,27 or to manufacture staves as long as it is possible to get "sufficient timber for that purpose in the locality of the mill," 28 are each sufficiently definite. An offer of employment as long as the employe is able, ready and willing to do the work required of him;29 a contract for the employment of an injured employe which did not fix the duration of employment and which fixed his wages at seven dollars and a half a week, until he was able to work at heating, when he was to have his old job at twenty-five dollars a week, a specified physician to determine whether or not he was able to work as a heater;30 an offer to employ one as assistant manager as long as the corporation lasts, if he is efficient and holds a certain amount of stock;31 or to employ one as long as the works are running or until he quits;32 an offer to pay to an inventor a certain sum per week as long as his patents are used by the offeror, though the latter may cease manufacturing the articles patented and terminate the contract at will;33 a promise not to compete in business while the purchaser of the good will is engaged in it;34 and a contract by which a physician agrees not to practice within a certain geographical area unless he should be forced to return to such place by unforeseen necessity,35 are sufficiently certain. A contract to furnish gas is not indefinite as not fixing the time during which gas is to be furnished, where the law requires a gas company to supply gas as long as required by the occupant of any building if he pays for it. 36
19 McCall, etc., Co. v. Icks, 107 Wig. 232, 83 N. W. 300. See Franz v. Bieler, 126 Cal. 176, 56 Ac. 249, 58 Ac. 466.
20 Hardwick v. American Can Co., 113 Tenn. 657, 88 8. W. 797.
21 Fisk Mining & Mill Co. v. Reed, 32 Colo. 506, 77 Ac. 240.
22 Cold Blast Transportation Co. v. Nut Co., 114 Fed. 77, 57 L. R. A. 696; Crane v. Crane & Co., 105 Fed. 869, 45 C. C. A. 96; Missouri, etc., Ry. v. Bagley, 60 Kan. 424, 56 Ac. 759; Tar-box v. Gotzian, 20 Minn. 139.
23 Harrison v. Garrett & Wilson Lumber Co., 119 Ga. 6, 45 S. £. 730.
24 See Sec. 575.
25 Solter v. Leedom & Worrell Co., 252 Fed. 133 [affirming In re Charles Wacker Co., 244 Fed. 483].
26 Brown v. Odell, 104 Tenn. 250, 78 Am. St. Rep. 914, 52 L. R. A. 660, 56 S. W. 840.
27 Xenia, etc., Co. v. Macy, 147 Ind. 568, 47 N. E. 147 [citing Graves v. Gas Co., 83 la. 714, 50 N. W. 283; Whitman v. Gas Co., 139 Pa. St. 492, 20 A. 262].