In today’s fast moving transactional environment, investors and other players in the real estate market are working to ink deals as quickly as possible. Often, the transactional documents leave terms open and undefined and subject to the whims of third parties not involved in the transaction. When those obligations are performed, there is no controversy. But what happens if it becomes impossible to meet an obligation or a party simply fails in its performance? Think you had a deal? Not so fast.
In order to enforce contractual provisions, it is not enough that the parties understood the terms or believed themselves to be bound. Rather, a contract must be sufficiently definite for a court to ascertain the parties’ intent with relative certainty. A subjective clause in a contract may not be enforceable where terms are left open to future negotiation or not sufficiently defined.
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