It is well-established under New York law that a contract is unenforceable when there has been no meeting of the minds between the parties regarding its material terms.1 The question of when a meeting of the minds occurs where no fully integrated contract has been executed requires a case-by-case analysis of the parties’ communications and conduct. In past years, Commercial Division courts often have found that, where parties to an alleged contract engaged in subsequent negotiations over material terms of the agreement, no meeting of the minds was reached.
A recent decision out of the Suffolk County Commercial Division in Agosta v. FAST Systems, however, found sufficient evidence of a meeting of the minds to withstand summary judgment where the parties did not execute a complete formal contract, and continued to communicate regarding the agreement’s terms.2 This outcome was recently backed by the First Department’s decision in Kolchins v. Evolution Markets, which found that the continued negotiations could be discounted as either involving mere details or proposing new material terms that were never accepted.3 This column addresses the Commercial Division’s treatment of this meeting of the minds inquiry in recent years.
Contract Formation
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