Enforceable contracts under Minnesota law "require reasonable certainty about the intent of the parties regarding the fundamental terms of the contract." Jensen v. Taco John's Int'l, Inc., 110 F.3d 525, 527 (8th Cir. 1997) (citing Minnesota law). Here section 14 lacks reasonable certainty about some of the material terms necessary for a licensing agreement, such as the term and scope of use of the license. Notwithstanding section 16, without certainty on these essential terms of the parties' agreement, section 14 evidences only the intent to negotiate in the future.
The bill of sale is mentioned in only one line of Casazza's five-page amended complaint. Nowhere in this complaint does Casazza specifically allege that Kiser promised to reduce their oral agreement to writing. See Jensen v. Taco John's Int'l, Inc., 110 F.3d 525, 528 (8th Cir. 1997) (affirming summary judgment dismissal of promissory estoppel claim where plaintiff failed to show a "clear and definite promise" made by the defendant regarding alleged franchise agreement) (citing Ruud v. Great Plains Supply, Inc., 526 N.W.2d 369, 372 (Minn. 1995)).
Wildman v. Marshalltown Sch. Dist., 249 F.3d 768, 771 (8th Cir. 2001); Educational Employees Credit Union v. Mut. Guar. Corp., 50 F.3d 1432, 1436 (8th Cir. 1995). Summary judgment is appropriate if there is no genuine issue as to any material fact and the moving party is entitled to a ruling in its favor as a matter of law. Fed.R.Civ.P. 56(c); Jensen v. Taco John's Int'l, 110 F.3d 525, 527 (8th Cir. 1997). The central question to this appeal is whether Section 2 of the Act entitled "An Act to provide certain restrictions for dealership contracts for machinery," impermissibly impairs dealership agreements between manufacturers and South Dakota dealers that were in effect prior to July 1, 1999.
Because Mr. Evans and Mr. Finco did not "agree with reasonable certainty about the same thing and on the same terms," Peters v. Mutual Benefit Life Ins. Co., 420 N.W.2d 908, 914 (Minn. Ct. App. 1988) (quotation omitted), on the record before the Court, FACCO has not met its burden to establish by clear and convincing evidence that the oral modification to the written commission schedule is valid. See Jenson v. Taco John's Int'l, Inc., 110 F.3d 525 (8th Cir. 1997) ("[A]n enforceable contract requires reasonable certainty about the intent of the parties regarding the fundamental terms of the contract." (citing Hill v. Okay Constr. Co., Inc., 252 N.W.2d 107, 114 (Minn.
"A contract does not exist unless the parties have agreed 'with reasonable certainty about the same thing and on the same terms.'" Lupient v. Londo, 2004 WL 117600, at *4 (Minn. Ct. App. Jan. 27, 2004) (quoting Peters v. Mut. Ben. Life Ins. Co., 420 N.W.2d 908, 914 (Minn. Ct. App. 1988)); see also Jenson v. Taco John's Int'l, Inc., 110 F.3d 525 (8th Cir. 1997) ("[A]n enforceable contract requires reasonable certainty about the intent of the parties regarding the fundamental terms of the contract." (citing Hill v. Okay Constr. Co., Inc., 252 N.W.2d 107, 114 (Minn.
The only dispute is whether Welch's commission was five percent or variable. An oral contract, to be enforceable, requires reasonably certain proof of the parties' intent on fundamental terms.Jensen v. Taco John's Int'l, Inc., 110 F.3d 525, 527 (8th Cir. 1997). When substantial and necessary terms are left open for negotiations, the purported contract is void. Lupient v. Londo, No. A03-607, 2004 WL 117600, at *4 (Minn.Ct.App. Jan. 27, 2004) (unpublished).
Peters v. Mut. Ben. Life Ins. Co., 420 N.W.2d 908, 914 (Minn.Ct.App. 1988). Here, there is no evidence that the parties reached agreement on the fundamental terms of the contract. Jensen v. Taco Johns Int'l, 110 F.3d 525, 527 (8th Cir. 1997) (applying Minnesota law). For example, critically, Plaintiff admits that the parties never discussed when their obligations to each other would terminate.
However, even these "writings" are insufficient because they do not identify key terms of the "contract", and these writings, again, do not allow the Court to make out the terms of the contract. A contract — oral or otherwise — does not exist unless the parties have agreed "with reasonable certainty about the same thing and on the same terms." Peters v. Mut. Ben. Life Ins. Co., 420 N.W.2d 908, 914 (Minn.App. 1988); see also Jensen v. Taco John's Int'l, Inc., 110 F.3d 525, 527 (8th Cir. 1997) (applying Minnesota law for proposition that an oral contract, to be enforceable, requires reasonably certain proof of parties' intent on fundamental terms). Slidell has not identified writings that would allow the court to determine that the parties agreed about the same thing and on the same terms.
Id. In Jensen v. Taco John's International, Inc., 110 F.3d 525 (8th Cir. 1997), the plaintiff sought to be an exclusive franchisee in Rochester, Minnesota. In discussions with Taco John's, the plaintiffs focused on a plan to open one store but believed that Rochester could support three stores.
A contract does not exist unless the parties have agreed "with reasonable certainty about the same thing and on the same terms." Peters v. Mut. Ben. Life Ins. Co., 420 N.W.2d 908, 914 (Minn. App. 1988); see also Jensen v. Taco John's Int'l, Inc., 110 F.3d 525, 527 (8th Cir. 1997) (applying Minnesota law for proposition that an oral contract, to be enforceable, requires reasonably certain proof of parties' intent on fundamental terms). An alleged contract "which is so vague, indefinite, and uncertain as to place the meaning and intent of the parties in the realm of speculation is void and unenforceable."