Academy Chicago Publishers v. Cheevers

Academy Chicago Publishers (P) and Mrs. Cheever (D), the widow of author John Cheever, entered into an agreement in 1987 to publish an anthology of previously published, but theretofore uncollected, stories by the author. Academy (P) and its editor, Franklin Dennis, had located and procured sixty uncollected stories by the end of 1987 and delivered them to Mrs. Cheever (D). Mrs. Cheever (D) was then paid a partial advance. Shortly thereafter, however, she objected to the publication of the book and attempted to return the advance. Academy (P) filed suit, seeking a declaratory judgment that it had the exclusive right to publish the anthology, and obligating Mrs. Cheever (D) to deliver the manuscript. The trial court entered an order finding that the publishing agreement was valid; that Mrs. Cheever (D) was entitled to select the stories to be included in the anthology; that she would satisfy her obligations under the contract if she delivered ten to fifteen stories totaling at least 140 pages to be published; and that, although Academy (P) could control the design and format of the work, it must exercise that control in cooperation with Mrs. Cheever (D). Academy (P) appealed. The appellate court agreed that the parties’ agreement was valid, and it upheld the decision with regard to the minimum number of stories and pages, but it reversed the part of the trial court’s order regarding the joint exercise of control. The appellate court held that the trial court should not have considered extrinsic evidence on this factor, given the agreement’s explicit language that “the Publisher will publish the Work . . . in such style and manner . . . as it deems best.” The case went to the state supreme court for further review.

Academy filed suit in the Circuit court of Cook County in February 1988, seeking a declaratory judgement. The trial court entered an order, inter alia, declaring the publishing agreement valid, that Mrs. Cheever would satisfy the terms of the contract if she delivered a manuscript of at least 140 pages containing 10-15 stores, and that Academy controlled the design and format of the work to be published in accordance with the wishes of Mrs. Cheever. Academy appealed the trial court’s decision, particularly the guidance dictating the minimum number of pages and stories required for a manuscript which complied with the agreement. The appellate court affirmed the decision with respect to the minimum store and page number requirements necessary for Mrs. Cheever’s compliance, but reversed the trial court’s decision on control of the publication.

Was the publishing agreement a valid and enforceable contract?

An agreement between parties that lacks definiteness and certainty in its material terms is generally not a valid and enforceable contract. However, the agreement can be held valid and enforceable if there is a mutual assent to and common understanding of the indefinite and uncertain terms by all parties, as exhibited by the conduct of the parties. In that situation, the trial court can interpret the meaning of the agreement from the parties’ conduct and reasonably enforce the terms of the agreement as written. In this case, because the agreement between Academy and Cheever contains indefinite and uncertain material terms, it is not a valid and enforceable contract. Accordingly, the decisions of the lower courts were reversed.

Reversed

In this case, the publishing agreement between Academy and Cheever contains many indefinite and uncertain material terms. For example, the agreement says nothing about the length and content of the proposed book or who will specifically decide what stories will be included. Additionally, the contract includes no specific date for delivery, no criteria for determining whether the final product is acceptable, no certain dates for publication, and no certainty as to the style of the manuscript. The parties’ conduct does not illustrate their mutual assent to or common understanding of the terms as written, as the parties dispute the length and content of the book. The trial court erred in supplying these missing terms for Cheever’s compliance, including story and page numbers, as there is no standard available for the trial court to define these numbers based on the parties’ intent.

1) It is not the proper role of the court to re-write a contract in order to make it valid; 2) If the essential terms of a contract are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no (enforceable) contract.

The Illinois Supreme Court did not need to reach the other issues on appeal, given its conclusion that no valid and enforceable agreement existed. One of those issues concerned the appropriateness of considering extrinsic evidence in interpreting the agreement. The general rule is that parol evidence is admissible to establish the parties’ intent with regard to matters on which the contract is silent, but not to contradict unambiguous terms expressed in the agreement.