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AMI 2407 Definition—Reasonably Certain

Arkansas Supreme Court Committee On Jury Instructions-Civil

Ark. Model Jury Instr., Civil AMI 2407
Arkansas Model Jury Instructions-Civil
December 2023 Update
Arkansas Supreme Court Committee On Jury Instructions-Civil
Chapter 24. Contracts
Contract Formation
AMI 2407 Definition—Reasonably Certain
When I say the contract's essential terms must be “reasonably certain,” I mean that the terms must provide a basis for determining the existence of a breach and for giving an appropriate remedy.
[If the terms of the contract are uncertain, the contract may still be valid if the actions of the parties provide meaning to the uncertain terms.]
NOTE ON USE
Insert the bracketed paragraph when warranted by the evidence.
COMMENT
The definition of “reasonably certain” in this instruction is taken from Ciba-Geigy Corp. v. Alter, 309 Ark. 426, 834 S.W.2d 136 (1992) and from Restatement (Second) of Contracts § 33(2) (1981).
An offer which is too indefinite to form a contract is one which is incomprehensibly vague or incapable of being understood. An ambiguity in an offer does not prevent the formation of a contract but may require interpretation under the rules of contract construction. Aon Risk Services, Inc. v. Meadors, 100 Ark. App. 272, 282, 267 S.W.3d 603, 610 (2007).
With regard to the bracketed paragraph, indefiniteness in a contract may be “healed” by the conduct of both parties in carrying out the contract that furnishes “an index as to its meaning, which the language thereof fails to do.” Swafford v. Sealtest Foods Division of Nat. Dairy Products Corp., 252 Ark. 1182, 483 S.W.2d 202 (1972) (quoting Beasley v. Boren, 210 Ark. 608, 197 S.W.2d 287 (1946)).
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