Wis JI-Civil 3022

A vague or indefinite agreement is not enforceable as a contract. The subject of the

agreement, the object to be accomplished, and the requirements as to performance must be

clear.

It is not enough that the parties think they have made a contract if they have not

expressed their intentions in a manner that can be understood. It is not even enough that they

have actually agreed on some matter or matters if their expression of agreement, when

interpreted in the light of accompanying facts and circumstances, is not such that the essential

terms of the contract can be determined. For example, an agreement which provides only that

one party is to receive something but which does not supply, either expressly or by

implication, any standard by which performance can be measured is unenforceable due to

indefiniteness and uncertainty.

If it is apparent that the parties intended to enter into a contract, and if the conduct of

the parties in the surrounding circumstances will reasonably permit omitted terms to be

inferred, the contract is not indefinite. But where the parties have indicated an intention to

leave some essential matter to be agreed upon in the future, no provision as to that matter

omitted can be inferred, for the jury may neither write nor rewrite an agreement between the

parties, nor supply any essential term.

Where the parties disagree in their recollection concerning the provisions of an oral

contract, the jury must determine what the provisions were.