Joseph Martin, Jr. Delicatessen v. Schumacher
436 M.Y.S.2d 247, 417 N.E.2d 541 (N.Y. 1981)
leased property to Martin for his store. The lease was for $500 a month for the first year, and
then a bit more each year until $650 the last year.
contract stated that Martin could renew the lease for an additional 5
years at annual rentals to be agreed upon.
5 years was up, Schumacher demanded $900 a month to renew the lease, even though
the fair market value was assessed at only $545. Martin refused to pay $900 and sued to make Schumacher rent him the property at a more reasonable rate.
this case, Martin didn't want monetary damages, he wanted specific performance as a remedy.
got a court order to have Martin evicted.
Court found that the contract for future rental was unenforceable as a
matter of law, because of uncertainty.
consolidated the eviction matter with the contract matter and appealed.
Appellate Court said that it would not be unreasonable to hire an
appraiser and calculate a reasonable rent.
York Supreme Court reversed the Appellate and reinstated the Trial Court's
York Supreme Court found that the contract was poorly written in that it
provided no information on how future rents were to be calculated, or
what the process would be if there was disagreement.
have historically declined to enforce agreements to agree.
have left the consideration in
contracts to the parties to the contract.If the Court enforced this contract, they would have
to define the consideration,
and they never do that.
UCC §2-305 does not follow
the common law rule of not enforcing agreement to agree. (But remember that this case
was not governed by the UCC since it wasn't an offer to sell goods).