Further, enforcement of a contract will rarely be denied because of indefiniteness or missing details. See Butler v. Attwood, 369 F.2d 811 (6th Cir. 1966) ("Courts do not favor the destruction of contracts because of indefiniteness and hold that uncertainty may be removed by subsequent acts, conduct, declarations, or agreements of the parties.") Behr also contends that this is a good faith dispute subject to further arbitration because the issue did not arise until after the three-year time period had expired and MC had claimed commissions for parts that were "released" after that three year period.
This conclusion ignores elementary contract law principles of offer and acceptance, which state that a contract may be formed even before the specific details of the time, place, and quantity of delivery are fixed. See e.g. Butler v. Attwood, 369 F.2d 811 (6th Cir. 1966) (enforcement of contract will rarely be denied because of indefiniteness or missing details). "A promise to buy of another person or company all or some of the commodity or service that the promissor may thereafter need or require in his business is not an illusory promise and such a promise is a sufficient consideration for a return promise."
The trusts' "forms and varieties are practically without limit, being raised by courts of equity whenever it becomes necessary to prevent a failure of justice." Butler v. Attwood, 369 F.2d 811, 819 (6th Cir.1966) (quoting Kent v. Klein, 352 Mich. 652, 658, 91 N.W.2d 11, 14 (1958)). The party wanting the constructive trust to be imposed has the burden of proof.
The trusts' "forms and varieties are practically without limit, being raised by courts of equity whenever it becomes necessary to prevent a failure of justice." Butler v. Attwood, 369 F.2d 811, 819 (6th Cir. 1966) (quoting Kent v. Klein, 352 Mich. 652, 658, 91 N.W.2d 11, 14 (1958)). The party wanting the constructive trust to be imposed has the burden of proof.
The trusts' "forms and varieties are practically without limit, being raised by courts of equity whenever it becomes necessary to prevent a failure of justice." Butler v. Attwood, 369 F.2d 811, 819 (6th Cir. 1966) (quoting Kent v. Klein, 352 Mich. 652, 658, 91 N.W.2d 11, 14 (1958)). The party wanting the constructive trust to be imposed has the burden of proof.
As noted in the March 2004 Report and Recommendation where there is agreement on the core terms of a contract, uncertainty on certain details may not be fatale. See Butler v. Atwood, 369 F.2d 811, 816 (6th Cir. 1966) ("Courts do not favor the destruction of contracts because of indefiniteness and hold that uncertainty may be removed by subsequent acts, conduct, declarations, or agreements of the parties."); M C Corp. v. Erwin Behr GmbH Co., 143 F.3d 1033, 1039-40 (6th Cir. 1998) (stating that courts will rarely deny enforcement of a contract because of indefiniteness or missing details).
The trusts' "forms and varieties are practically without limit, being raised by courts of equity whenever it becomes necessary to prevent a failure of justice." Butler v. Attwood, 369 F.2d 811, 819 (6th Cir. 1966) (quoting Kent v. Klein, 352 Mich. 652, 658, 91 N.W.2d 11, 14 (1958)). The party wanting the constructive trust to be imposed has the burden of proof.
Note 38, supra. Niagara Mohawk Power Corp. v. F.P.C., 126 U.S.App.D.C. 376, 379 F.2d 153 (1967); Butler v. Atwood, 369 F.2d 811 (6th Cir. 1966); United States v. Roadway Exp., Inc., 457 F.2d 854 (6th Cir. 1972). Plaintiffs' motion for summary judgment will be granted, Defendants' cross-motion will be denied.
" (citing WTG Gas Processing, L.P. v. ConocoPhillips Co., 309 S.W.3d 635, 645 (Tex. App. 2010))); Eckles v. Sharman, 548 F.2d 905, 909 (10th Cir. 1977) ("If a contract has been agreed upon and all that remains is good faith negotiations or elaboration of non-essential terms, the contract will be held legally cognizable despite the uncertainties." (citing White Point Co. v. Herrington, 73 Cal. Rptr. 885, 889 (Cal. App. 1968))); Butler v. Attwood, 369 F.2d 811, 816 (6th Cir. 1966) ("Even though certain matters are expressly left to be agreed upon in the future, they may not be regarded by the parties as essential to their present agreement." (quoting 1 ARTHUR LINTON CORBIN, CORBIN ON CONTRACTS § 29, at 89, 90 (1st ed. 1963)) (quotation marks omitted)).
Steinmeyer stated the trial court reasonably concluded the stock of a corporation had "a peculiar value" because it was wholly owned by the defendant and "not readily obtainable on the open market." (Steinmeyer, at p. 520, italics added; see also Butler v. Attwood (6th Cir. 1966) 369 F.2d 811, 815 [specific performance was properly granted to enforce buy-sell agreement regarding corporation's stock because the stock was unique, being closely held and not available on the market]; Brand v. Lowther (W.Va. 1981) 285 S.E.2d 474, 479 ["[E]quity will compel specific performance of a contract for the transfer of shares of stock when they have a peculiar value to the party demanding the transfer[;] . . . [s]pecific performance of a contract for the sale of shares of stock will also be decreed in a proper case where the stock is not readily purchaseable in the market or where the pecuniary value is uncertain or not easily ascertainable, as in the case of a closely held corporation."].) Also, if the shares of stock of a corporation do not have an "established market value," specific performance may be granted.