Case: Metro-Goldwyn-Mayer, Inc. v. Scheider (1976) p.

407-408 [NY Court of Appeals] Parties: Plaintiff - Metro (Respondant; film studio) Defendant - (appellant; actor)

Procedural History: Appellant actor sought review of a judgment entered by the Supreme Court, New York County (New York), which found in favor of respondent film studio in the film studio's action for breach of contract. Facts: Parties had entered into an oral contract where Scheider agreed to act in a pilot film, and in the TV series which might develop. After performing the pilot, and being fully compensated for it, Scheider refused to perform in the subsequent TV series. There were negotiations made over a period of time, and the only essential term left unspecified was the time the filming for the TV series would begin, but with the understanding that further agreements were to follow (according to industry practices, which both parties were aware of). Issue: Holding: Whether the oral contract is enforceable, although indefinite. Judgment Affirmed.

Reasoning: There were many negotiations and a good faith understanding that agreement on unsettled matters would follow. Court says there was a contract even though the indefinite matter was when the series would start, because it was custom industry practice, and both parties understood this. There was enough agreement on enough terms so court enforces. RULE: Restatement (2nd) § 230, Comment d: [Where] the parties have completed their negotiations of what they regard as essential elements, and performance has begun on the good faith understanding that agreement on the unsettled matters will follow, the court will find and enforce a contract even though the parties have expressly left these other elements for future [...] negotiation and agreement, if some objective method of determination is available, independent of either party's mere wish or desire. Such objective criteria may be found in the agreement itself, commercial practice or other usage and custom. If the contract can be rendered certain and complete, by reference to something certain, the court will fill in the gaps."