Situation Management Systems, Inc. v. Malouf, Inc.
Supreme Judicial Court of Massachusetts
724 N.E.2d 699 (2000)
Relevant factsFree
SMS (plaintiff) and LMA (defendant) had done business for years under three prior, substantially similar agency agreements, informally negotiated by longtime friends Rose and Malouf; based on assurances of a five-year SMS commitment, Malouf negotiated to purchase another SMS agent, but SMS later proposed a materially different written contract, the relationship collapsed, and a jury found SMS had promised a five-year term and awarded LMA $3.8 million in lost profits.
IssueFree
Whether all of the terms of an agreement need to be precisely specified before a binding contract can be formed.