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.
An offer which leaves certain matters to the subsequent determination of one of the parties and not to some subsequent agreement which is to be entered into between the two, is definite enough.1 If the offer fixes the time of commencing work within certain limits and leaves the exact time to the adversary party's choice,2 or reserves the choice to the promisor,3 or which leaves to the determination of the vendee the time at which a mortgage debt shall be paid,4 it is sufficiently certain; and so is an offer to buy all the coal used for certain years at a price established for certain grades, though the purchaser has the right to select the grades to be furnished.5 A promise to pay upon a contingency, the happening of which lies wholly with the promisor if such contingency has, in fact, happened,6 as a contract whereby grantee is to pay to grantor a certain sum of money upon the sale of such land by grantee,7 is sufficiently certain. A contract to furnish such quantities of specified articles as the buyer may desire, within specified limits, is sufficiently certain.8 A promise to furnish advertising matter, the precise kind to be left to the discretion of the advertising agency;9 a contract for furnishing catalogues which gives to the purchaser the right to select the covers,10 or a contract whereby a debtor corporation agreed to make a payment of between one hundred dollars and two hundred dollars on such debt and to give a note for the balance of such debt, indorsed by a certain officer of such corporation;11 a contract to sell and deliver timber which gives to the purchasers the right to enter and remove it if the seller does not;12 a contract which gives to the buyer the option to select his purchases from a list furnished by the seller, which indicated the kind and the price of each article;13 or an offer to sell a certain number of scales to be selected out of several different kinds which were sold at different prices,14 are each sufficiently complete. If an offer of a certain quantity of goods at a certain price is accepted, and by subsequent correspondence the terms of payment are fixed, the contract is complete, even if the last letter of acceptance states that the vendors are "clear" as to everything except the method of Packing one part of the order, and as to that they are willing to Pack it in accordance with the wishes of the purchaser.15 A contract for adjusting a prior debt which provides for a cash payment and for security for the rest of the debt, is sufficiently certain if it prescribes the maximum and minimum amounts of the first payment, within which limits the debtor may pay the amount which he pleases.16
32 Slade v. Lexington, 141 Ky. 214, 32 L. R. A. (N.S.) 201, 132 S. W. 404; Livingston Waterworks v. Livingston, 53 Mont. 1, L. R. A. 1917D, 1074, 162 Ac. 381.
33 Franck v. McGilvray, 144 Mich. 318, 107 N. W. 886.
1 Kentucky. Schweitzer v. Schweitzer (Ky.), 82 S. W. 625, 26 Ky. Law Rep. 88.
Michigan. Illinois Roofing & Supply Co. v. Aerial Advertising Co., 142 Mich. 698 [sub nomine: Illinois Roofing & Supply Co. v. Cribbs, 106 N. W. 274].
Minnesota. John Newton Porter Co. v. Kiewel Brewing Co., 137 Minn. 81, 162 N. W. 887; State v. Equitable Surety Co., 140 Minn. 48, 167 N. W. 292.
New York. Spiritusfabriek Astra v. Sugar Products Co., 221 N. Y. 581, 116 N. E. 1077.
Tennessee. Southern Publishing Association v. Clements Paper Co., 139 Tenn. 420, L. R. A. 1918D, 580, 201 S. W. 745.
2 Cochrane v. Mining Co., 16 Colo. 415, 26 Ac. 780.
3 Troy, etc., Co. v. Logan, 96 Ala. 619, 12 So. 712.
4 Dodd v. Groos, 175 la. 47, 156 N. W. 845.
5 Consolidated Coal Co. v. Smelting Co.. 53 Iil. App. 565. ,
6 Noyes v. Young, 32 Mont. 226, 79 Ac. 1063.
7 Schweitzer v. Schweitzer (Ky.), 82 S. W. 625, 26 Ky. Law Rep. 888.
8 Spiritusfabriek Astra v. Sugar Products Co., 221 N. Y. 581, 116 N. E. 1077; Southern Publishing Association v. Clements Paper Co., 139 Tenn. 429, L. R. A. 1918D, 580, 201 S. W. 745.
The covenant which it is sought to enforce, may, however, be so vague by reason of the fact that one of the parties is to settle certain provisions as he pleases, that damages can not be recovered for its breach.17 A contract by which A and B agree upon a price list for a large number of different articles, and by which A agrees to furnish to B any articles which B may order from such list up to a certain amount, and B agrees to order such amount of articles from such list, B to have the power of designating at a later time what articles he wishes, has been held to be too indefinite to be enforced.18 If A promised to give work to B for such number of teams, up to thirty, as B cared to furnish while certain improvements were being constructed, such covenant is so indefinite that B can not recover for loss of future profits if A refuses to furnish further work after B has commenced work.19 If by the terms of the contract, the entire covenant is to be performed by one party only if the other party requested performance, no liability attaches, and no action can be brought against the party who is entitled to call for performance if he does not, in fact, ask for it.20 If A agrees to furnish goods to B, "to be shipped when ordered," B is not liable to A if he does not order such shipment.21
9 Doolittle v. Callender, 88 Neb. 747, 130 N. W. 436.
10 John Newton Porter Co. v. Kiewel Brewing Co., 137 Minn. 81, 162 N. W. 887.
11 Illinois Roofing ft Supply Go. v. Aerial Advertising Co., 142 Mich. 698 [sub nomine: Illinois Roofing ft Supply Co. v. Cribbs, 106 N. W. 274].
12 Mcintosh Bros. v. Rutland, 88 Miss. 718, 41 So. 372.
13 George Delker Co. v. Hess Spring & Axle Co., 138 Fed. 647, 71 C. C. A. 07.
14 Kimball v. Deere, 108 la. 676, 77
N. W. 1041. (Since damages can at least be estimated from the profits which would have been received from a purchase of the kind of scale on which the profits were least.)
15 Tri-State Milling Co. v. Breisch, 145 Mich. 232, 108 N. W. 657.
16 Illinois Roofing ft Supply Co. v. Aerial Advertising Co., 142 Mich. 698 [sub nomine: Illinois Roofing ft Supply Co. v. Cribbs, 106 N. W. 274].
17 Christie v. Patton, 148 Ala. 324, 42 So. 614.