McGaugh v. Galbreath, 996 S.W.2d 186, 191 (Tenn. Ct. App. 1998) (quoting Parsons, 199 S.W.2d at 100). The Tennessee Supreme Court has identified "the requirements of mutuality, clarity and definiteness in the basic elements of date, parties, a valid agreement to sell, and a description of what was agreed to be sold." Parsons, 199 S.W.2d at 100; see Abbott v. Abbott, No. E2015-01233-COA-R3-CV, 2016 WL 3976760, at *4 (Tenn. Ct. App. July 20, 2016) (citing cases for the proposition that "price is typically an essential term in a sales or services contract"); Tetra Tech, Inc. v. Performa Entm'tReal Estate, Inc., No. W2007-02244-COA-R3-CV, 2008 WL 4457061, at *5 (Tenn. Ct. App. Oct. 3, 2008) ("A contract may not be enforceable where an essential element, such as price or compensation terms, is determined to be indefinite."). When the terms are vague and indefinite, the contract becomes "unenforceable and, indeed, unintelligible."

He also says that it is an unenforceable consent to allow unilateral modification of a contract. In Abbott v. Abbott, No. E2015-01233-COA-R3-CV, 2016 WL 3976760, at *6 (Tenn. Ct. App. July 20, 2016), no appl. perm. appeal filed, this Court stated: "Because of the uncertainty implicit in these agreements, agreements to agree are simply not enforceable in Tennessee courts. Similarly, because the provision omits a sales price or a method to determine a sales price, the trial court erred in finding that the provision was enforceable."

For an option contract (or any contract) to be enforceable, "the parties must agree on the material terms." Abbott v. Abbott, No. E2015-01233-COA-R3-CV, 2016 WL 3976760, at *4 (Tenn. Ct. App. July 20, 2016). The contract terms must be "sufficiently definite to enable a court to give it an exact meaning."

As we explained in previous cases, "where price is the unspecified material term, courts have enforced contracts that call for the price to be set by vague but ascertainable standards . . . ." Abbott v. Abbott, No. E2015-01233-COA-R3-CV, 2016 WL 3976760, at *5 (Tenn. Ct. App. Jul. 20, 2016) (quoting Huber v. Calloway, No. M2005-00897-COA-R3-CV, 2007 WL 2089753, at *5 (Tenn. Ct. App. Jul. 12, 2007)). Considering the foregoing facts in a light most favorable to Acute Care, a reasonable finder of fact could infer that all material terms of the asset purchase agreement had been agreed upon as early as October 18, 2012.