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Spectrum Research Corp. v. Interscience, Inc.
Citations: 242 A.D.2d 810; 661 N.Y.S.2d 871; 1997 N.Y. App. Div. LEXIS 8676
Court: Appellate Division of the Supreme Court of the State of New York; September 11, 1997; New York; State Appellate Court
The appeal arises from a Supreme Court order granting the defendant's motion for summary judgment, which dismissed the plaintiff's breach of contract complaint. The plaintiff, a corporation formed by Michael Ampela and Joel Glickman, aimed to maintain a working relationship with the defendant by subcontracting their consulting services related to a grant proposal for the Small Business Innovation Research Program (SBIR). Contracts were entered into by defendant's president, James Woo, with Ampela and Glickman, committing the defendant to subcontract work to the plaintiff if contracts were awarded based on their proposals. However, the contracts lacked essential terms such as the specific nature of the work to be subcontracted, pricing, payment methods, and performance timelines. The court found these omissions rendered the contracts unenforceable, as a contract must be definite in its material terms. The complexity of the SBIR project and the failure of the parties to agree on these terms following negotiations further supported the conclusion of indefiniteness, leading to the dismissal of the complaint. The order was affirmed with costs, and the issue of the plaintiff's remaining claims was deemed unnecessary to consider.