Also known as: indefinite · void for indefiniteness
Written by attorneys · grounded in primary & secondary sources — see below
Uncertainty or vagueness in the essential terms of an agreement or instrument that prevents a court from ascertaining the parties' obligations or fashioning an appropriate remedy. The defect arises when material elements such as price, quantity, duration, or beneficiaries remain open without a reasonably certain basis for enforcement.
Ivy Investments emailed Ian Iverson offering to sell solar panels for all next-quarter installations and attached a price sheet. Ian confirmed and the parties began performance with several shipments paid at listed rates. When market tariffs later raised costs and the parties could not agree on adjustments, a court found the contract enforceable because the parties' intent and course of dealing supplied a basis for determining a reasonable price and remedy.
Seller notified Buyer of an indefinite allocation of goods due to supply shortages under an installment contract whose quantity term had been left open. Buyer responded in writing accepting the reduced quota. The contract remained enforceable because the parties' intent and course of dealing supplied a reasonably certain basis for remedy despite the open term.
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Iris Irons claimed Ivan Ivanov promised her half the net profits from a joint domestic enterprise in exchange for household services. The court dismissed the claim because the agreement supplied no objective method to calculate profits or net amounts, leaving the terms too uncertain for enforcement.
Eastern Air Lines and Gulf Oil operated for years under an agreement for all fuel needed at specific airports without a fixed quantity term. The court upheld the contract because the buyer's established business operations provided an objective standard to measure required volumes and calculate damages.
After acquittal by reason of insanity, Durham faced commitment for an indefinite period under a statute allowing hospital detention as long as public safety required. The court noted that such open-ended restraint raised due-process concerns because no fixed term or review mechanism supplied a reasonably certain basis for limiting the obligation.
Burns orally promised McCormick a house in exchange for lifetime care, but the writing omitted any description of the property or consideration details. The court refused enforcement because the essential terms remained too indefinite to satisfy the statute of frauds or permit a remedy.
A contract for the sale of goods remains enforceable even if one or more terms are left open provided the parties intended to contract and a reasonably certain basis exists for an appropriate remedy. Courts may then supply missing terms through gap-fillers such as reasonable price or duration.
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A power in a trustee to select beneficiaries from an indefinite class is valid when the class is described and the trustee has enforceable duties. The trust does not fail merely because no specific individuals are named at creation.
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The contract is valid for a reasonable time but may be terminated at any time by either party unless the parties agree otherwise. Reasonable notice is required before termination to avoid rendering the promise illusory.
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An indefinite suspension of prosecution that tolls the statute of limitations and permits reinstatement at any time violates the defendant's Sixth Amendment right to a speedy trial.
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…action also has a built-in limitation on liability, whereas a tort action could subject the manufacturer to damages of an indefinite amount. The limitation in a contract action comes from the agreement of the parties and the requirement that consequential damages, such as lost profits, be a foreseeable result of the…