In Centerville Veterinary Hospital, Inc. v. Butler-Baird, 2007 WL 1965538, (Del. Ch., July 6, 2007), read opinion here, the Chancery Court addressed an issue of first impression in Delaware: If the rent due under a lease renewal option is not agreed upon, is that a material term, the absence of which prevents the lease from being an enforceable contract? (Cf., a provision that allows for a binding procedure or an independent source to control the issue.) The court was persuaded by the prior contract decisions of the court holding that: "an agreement to agree in the future without any reasonably objective controlling standards is unenforceable." Based on the conclusion that there was no lease, the court applied the elements of an ejectment action.
Though the tragic background facts of this case, involving various familial relationships, might be fitting for a TV movie on the Lifetime channel, there is another basis principle of contract law that the court underscored and that is useful to remember for both business people and business lawyers. Namely, basic contract formation law provides that: "once an offer has been rejected, the offeree no longer has the power to accept it and cannot revive the offer by tendering acceptance." In this case, the rejection of the original terms prevented the tenant form relying on partial performance as a means of acceptance. The court also explains the policy reasons and the legal underpinnings for this hornbook law.