Facts

In 1987, Academy Chicago Publishers approached Mary W. Cheever, the widow of author John Cheever, about publishing a collection of his previously published but uncollected short stories. On August 15, 1987, the parties signed a publishing agreement for a work tentatively titled 'The Uncollected Stories of John Cheever,' which required the 'Author'—defined as Mary W. Cheever and Franklin H. Dennis—to deliver a manuscript satisfactory to the publisher in form and content on a mutually agreeable date, and obligated the publisher to publish the work at its own expense in a style, manner, and price it deemed best.

Academy and its editor, Franklin Dennis, located and delivered more than 60 uncollected stories to Mrs. Cheever by the end of 1987, and both Mrs. Cheever and Dennis received partial advances for manuscript preparation. Shortly thereafter, Mrs. Cheever informed Academy in writing that she objected to the book's publication and attempted to return her advance.

In February 1988, Academy filed a declaratory judgment action in the circuit court of Cook County against Mrs. Cheever, seeking declarations that it had the exclusive right to publish the work, that Franklin Dennis be designated as editor, and that Mrs. Cheever be obligated to deliver the manuscript. The trial court held the agreement valid and enforceable, allowing Mrs. Cheever to select the stories with a minimum of 10 to 15 stories totaling at least 140 pages for good faith compliance, and granting Academy control over design and format but requiring cooperation with Mrs. Cheever.

Academy appealed, challenging the minimum story and page requirements and the cooperation mandate. The appellate court affirmed the agreement's validity and the minimum requirements but reversed on publication control, holding that the agreement granted Academy exclusive control without need for extrinsic evidence. Appeal was then taken to the Illinois Supreme Court pursuant to Supreme Court Rule 315(a).

Analysis

Issue #1

Issue

Does the publishing agreement between Academy Chicago Publishers and Mary W. Cheever constitute a valid and enforceable contract?

Legal Rule

For a valid contract to form, an offer must be definite in its material terms or require such definite terms in acceptance that the promises and performances of each party are reasonably certain. A contract is enforceable if its terms allow a court to ascertain what the parties agreed to do, including essential terms that are not unduly uncertain or indefinite. Even if some terms are missing, a contract may be enforced unless essential terms are so uncertain that there is no basis for determining breach. There must also be a meeting of the minds or mutual assent to the terms, which can be shown by conduct.

Rule Analysis

The publishing agreement lacked definite and certain essential terms required for enforceability, as it provided no guidance on the minimum or maximum number of stories or pages for the book, nor specified who would select the stories. Additional omissions, ambiguities, unresolved essential terms, and illusory terms included no specific date for manuscript delivery, no criteria for what would make the manuscript satisfactory to the publisher in form or content, no certain publication date, and no details on the style, manner, price, or duration of publication, all left to the publisher's sole discretion.

These unresolved terms rendered the agreement unduly uncertain and provided no basis for determining the parties' intent or when a breach would occur. Although the parties may have intended to form a contract, the content was unduly uncertain, preventing enforcement. The trial court's attempt to supply minimum compliance terms, such as story and page numbers, was improper because no standard was available for reasonable implication, and courts should not rewrite contracts to add essential elements.

Furthermore, no meeting of the minds was shown, as the parties did not share a common understanding of the essential terms, and their conduct did not indicate mutual assent to definite obligations.

Conclusion

No, the publishing agreement does not constitute a valid and enforceable contract due to the lack of definite essential terms and absence of mutual assent. The decisions of the trial and appellate courts are reversed.