11 Certainty and Completeness

Subject(s):

Construction of contract — Formation of contract — Interpretation of contract — Performance of contract — Termination/unwinding of contract — Validity of contract

This chapter discusses the issues of uncertainty and incompleteness in contract formation. A contract is said to be void if it is uncertain or incomplete. A term contained in the contract will be uncertain if it totally lacks meaning or if a court cannot determine the meaning the parties intended. Generally, a contract will be void for uncertainty if it is not possible to prescribe meaning to an essential term. A term will be incomplete if it does not adequately deal with an issue that has arisen under the contract and which falls within its subject matter. A contract will be void for being incomplete if any incomplete term or terms are essential to the contract and cannot be supplied by some gap-filling technique. The chapter also covers agreements to agree and agreements to negotiate, and methods by which the courts and the parties resolve uncertainty and incompleteness.