Academy Chicago Publishers v.

Cheever Contracts Case Brief

Citation  Academy Chicago Publishers v. Cheever

 Supreme Court of Illinois, 1991
 578 N.E.2d 981 (Ill. 1991)
 (Publishing Company) v. (Author’s Widow)
Parties  Π Academy Chicago Publishers (Publishing Company)
 ∆ Mrs. Cheever (Author’s Widow)

Instant Facts  IT IS NOT THE COURT’S JOB TO REWRITE AN AGREEMENT TO MAKE IT A

VALID CONTRACT
 The parties entered into an agreement to publish the collected short
stories of John Cheever, but the agreement lacked certain essential
terms; the trial court supplied the terms, finding that the contract was
then enforceable, and the appellate court agreed with that part of the
trial court’s decision.

Procedural History  State supreme court review of an intermediate appellate court decision
partially reversing the trial court.

Facts  Academy Chicago Publishers (P) and Mrs. Cheever (D), the widow of
author John Cheever, entered into an agreement in 1987 to publish an
anthology of previously published, but theretofore uncollected, stories by
the author.
 Academy (P) and its editor, Franklin Dennis, had located and procured
sixty uncollected stories by the end of 1987 and delivered them to Mrs.
Cheever (D).
 Mrs. Cheever (D) was then paid a partial advance.
 Shortly thereafter, however, she objected to the publication of the book
and attempted to return the advance.
 Academy (P) filed suit, seeking a declaratory judgment that it had the
exclusive right to publish the anthology, and obligating Mrs. Cheever (D)
to deliver the manuscript.
 The trial court entered an order finding that the publishing agreement
was valid; that Mrs. Cheever (D) was entitled to select the stories to be
included in the anthology; that she would satisfy her obligations under
the contract if she delivered ten to fifteen stories totaling at least 140
pages to be published; and that, although Academy (P) could control the
design and format of the work, it must exercise that control in
cooperation with Mrs. Cheever (D).
 Academy (P) appealed.
 The appellate court agreed that the parties’ agreement was valid, and it
upheld the decision with regard to the minimum number of stories and
pages, but it reversed the part of the trial court’s order regarding the
joint exercise of control.
 The appellate court held that the trial court should not have considered
extrinsic evidence on this factor, given the agreement’s explicit language
that “the Publisher will publish the Work … in such style and manner … as
it deems best.”
 The case went to the state supreme court for further review.
Issue  Was the publishing agreement a valid and enforceable contract?

Holding  If the content of an agreement is unduly uncertain and indefinite, no

contract is formed.

Rules 

Decision  Reversed.

Reasoning  (Heiple, J.) No. If the content of an agreement is unduly uncertain and
indefinite, no contract is formed.
 In order for a valid contract to be formed, an offer must be so definite as
to its material terms, or require such definite terms in the acceptance,
that the promises and performances to be rendered by each party are
reasonably certain.
 A contract is sufficiently definite and certain if the court is able, from the
terms and provisions thereof, under proper rules of construction and
relevant principles of equity, to ascertain what the parties agreed to.
 The terms of the publishing agreement in this case do not enable the
court to determine the intent of the parties.
 The agreement makes no mention of the requisite number of stories or
pages, nor who will decide which stories are included.
 There is no definition of what would make the manuscript satisfactory to
the publisher, and no indication of the price at which the book will be
sold or the length of time publication will continue.
 When the essential terms are so uncertain that there is no basis for
deciding whether the agreement has been kept or broken, there is no
contract.
 In making its decision, the trial court supplied minimum terms, which is
not an uncommon role for a court to take when minimum standards have
been established.
 But here there was no suitable standard for the court to apply.
 We believe the trial court supplied the minimum terms because the
agreement otherwise did not constitute a valid contract.
 It is not the role of the court to rewrite the agreement and spell out
essential terms not included therein.
 Reversed.

Analysis  The Illinois Supreme Court did not need to reach the other issues on
appeal, given its conclusion that no valid and enforceable agreement
existed.
 One of those issues concerned the appropriateness of considering
extrinsic evidence in interpreting the agreement.
 The general rule is that parol evidence is admissible to establish the
parties’ intent with regard to matters on which the contract is silent, but
not to contradict unambiguous terms expressed in the agreement.
Case Vocabulary  DECLARATORY JUDGMENT: A binding adjudication that establishes the
rights and other legal relations of the parties without providing for or
ordering enforcement. Declaratory judgments are often sought, for
example, by insurance companies in determining whether a policy covers
a given insured or peril.