Section 1.5 Definiteness

• Library: Contracts 2016 Supp

2. (§1.5) Definiteness

It is well established in Missouri that before a contract can be binding, the nature and extent of its obligations must be certain. Wells v. Peery, 656 S.W.2d 275, 277 (Mo. App. E.D. 1983). Because the offer is the promise that will become the contract, it must contain all the essential terms of the contract, and the terms must be definite enough for a court to determine what has been promised so that it can enforce the promise if it is breached. Thompson v. Emerson, 94 S.W. 818 (Mo. App. E.D. 1906). A court cannot, under the guise of construing an agreement, write provisions into it when the record neither shows what the parties actually intended nor provides a basis for determining by some rule of implication or construction what the parties must have intended, or should be held to have intended, as reasonable persons acting in good faith. Satterfield v. Layton, 669 S.W.2d 287 (Mo. App. E.D. 1984); cf. Johnston v. First Nat’l Bank & Trust Co. of Joplin, 624 S.W.2d 500, 502 (Mo. App. S.D. 1981). A court “cannot make a contract for the parties that they did not make for themselves, or impose upon the parties” obligations the parties have not assumed. Id. at 503.

A contract is not ambiguous, however, just because the parties disagree as to its construction. Buder v. Martin, 657 S.W.2d 667, 669 (Mo. App. E.D. 1983). It is ambiguous if more than one interpretation may reasonably be gleaned from the language employed. Harris v. Union Elec. Co., 622 S.W.2d 239, 247 (Mo. App. E.D. 1981). The language used will be given its usual and ordinary meaning. Grantham v. Rockhurst Univ., 563 S.W.2d 147, 150–51 (Mo. App. W.D...