MBE Rules · Contracts
Certainty and Agreements to Agree
Certainty / agreements to agree
The rule
Contracts require reasonably certain terms for breach and remedy; agreements to negotiate later essential terms fail at common law, though the UCC saves sales contracts with open terms when intent to contract exists.
In plain English
For a contract to be enforceable, its terms must be reasonably certain so that a court can determine a breach and provide a remedy. If parties merely agree to negotiate essential terms later without finalizing them, that agreement is not enforceable under common law, although the UCC allows for some flexibility in sales contracts if there is clear intent to form a contract.
Worked example
Alice and Bob discuss starting a business and agree to negotiate the specifics later, but they never finalize any terms. When Alice tries to hold Bob to their initial discussion, a court finds that their agreement is not enforceable because it lacks certainty. Therefore, Alice cannot recover any damages.
Memory hook
No certainty, no contract; agreements to agree are just talk.
The trap
Exams often present scenarios where parties think they have a binding agreement but lack specific terms, leading students to mistakenly believe an enforceable contract exists. Watch for vague language that suggests negotiations are still ongoing.
How examiners test it
Questions typically involve fact patterns where parties discuss terms but fail to finalize them, testing whether students can identify the lack of enforceability due to uncertainty.
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