Also known as: definite · contract definiteness · definiteness requirement
Written by attorneys · grounded in primary & secondary sources — see below
A requirement that a legal instrument, claim, pleading, or obligation be expressed with sufficient precision to permit enforcement, adjudication, or validity. The standard ensures that essential terms, beneficiaries, payment times, or factual allegations are clear enough to avoid ambiguity that would render the matter unenforceable or subject to dismissal.
Diane Dawson mails an offer to sell equipment to Delta Dynamics. Before any acceptance, Diane sells the equipment to a third party and Delta learns of the sale through reliable sources. Delta's power of acceptance terminates because Diane's sale constitutes definite action inconsistent with forming the proposed contract.
Dwight Dorsey attempts to create a trust for the benefit of his future grandchildren without naming any specific individuals. The trust fails for lack of a definite beneficiary because the class of unborn grandchildren is not sufficiently identified at creation.
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Diego Duarte sues Davenport Pharmaceuticals alleging breach but provides only vague allegations about contract terms. Davenport moves under Rule 12(e) before answering, pointing out the ambiguity that prevents preparing a response. The court grants the motion and orders a more definite pleading.
Dominion Capital records a covenant requiring Dover Bank to pay annual maintenance fees on shared property without stating a total sum or termination date. After a reasonable time passes, the covenant terminates because the instrument lacks a definite termination point or fixed obligation amount.
Deborah Dunn and Dustin Donovan form a partnership for a ten-year term to develop software. Deborah withdraws in year four without consent or qualifying exception. Her dissociation is wrongful because it occurs before expiration of the definite term specified in the agreement.
Denise Donovan issues a note promising payment to Dover Bank but states only that it is payable "when the market improves." The instrument is not negotiable because it fails the requirement of being payable on demand or at a definite time ascertainable when issued.
A trust requires a definite beneficiary or falls into an exception such as a charitable trust. Without an identifiable beneficiary or qualifying purpose, the trust cannot be enforced and fails.
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A party may move before filing a responsive pleading when the pleading is so vague or ambiguous that a response cannot reasonably be prepared. The motion must specify the defects and desired details.
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A covenant to pay money or provide services terminates after a reasonable time if the creating instrument specifies neither a total sum nor a definite termination point, unless it involves concurrent services to the burdened estate.
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Dissociation is wrongful in a partnership for a definite term if it occurs before the term expires, unless an express agreement provision is breached or a narrow statutory exception applies.
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An instrument qualifies as negotiable only if it is payable on demand or at a definite time that is fixed or readily ascertainable when issued, ensuring certainty for holders and enforcement.
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…language which has often been used in decisions of the courts, and the section is added to the statute for uniformity and definiteness. This section should have a stabilizing effect and minimize great departures which have appeared in some cases.” H. R. Rep., supra , at 7; S. Rep., supra , at 6. It is undisputed that…