Varney v. Ditmars – Case Brief
Varney v. Ditmars, 217 N.Y. 223, 111 N.E. 822 (1916).
Facts: Varney (P) was an architect and draftsman who accepted a position for $35 per week with Ditmars (D). A few months later Varney informed Ditmars that he had been offered another position at a higher salary and Ditmars gave Varney a raise. Ditmars was very pleased with Varney’s work and promised him that when he closed his books the following January he would give him a fair share of the profits.
P became ill and did not go to the office and was subsequently fired. P sued D for $1,680 for lost wages and profit sharing. P was the only witness to testify to the alleged contract and the complaint was dismissed. P appealed.
Issue: How specific must the material terms of a contract be in order to be enforceable?
Holding and Rule: The material terms of a contract must be definite and certain in order for a contract to be enforceable at law.
The court held that there could be no definite and certain meaning attached to the words “fair profit” and the alleged contract relating to that provision was therefore uncertain and indefinite. The court held that there is no contract so long as any essential element is open to negotiation.
Dissent (Cardozo): P failed to supply data essential to the computation of a fair profit. I cannot concur that he failed to make his case regarding the extent of his lost salary. The hiring was not at will and the plain implication was that P was to continue until the end of the year when the books were closed. The evidence presented would allow a jury to find that P was discharged without cause and his damages could be proven.