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Illusory Promises
An illusory promise in an offer destroys the possibility of contract. If I say to you “Give me $500 and I’ll sell you my car,” that is a valid offer. If I say, “Give me $500 and I’ll sell you my car if I feel like it,” that is entirely within my control, and I am manifesting no intent to be bound. Another example: “I’ll sell you my car if I mow the lawn tomorrow.” Probably illusory, as whether or not the contract forms depends on what I feel like doing. However, “I will sell you my car if it rains tomorrow” is entirely valid, as the condition forming the contract is out of my control. Similarly, where two parties contract and one agrees to sell quantities of some good to the other, if certain terms are missing, the promise is illusory and unenforceable. As stated by the Indiana Court of Appeals:
Thus, an indefinite quantities contract, without at least the requirement that the buyer purchase a guaranteed minimum quantity from the seller, is illusory and unenforceable. As expressed under Indiana law: it is fundamental that a contract is unenforceable if it fails to obligate the parties to do anything.[1]
When drafting and editing contracts, always ensure that the contract requires both parties to be bound to do (or not do) something in some way.
[1] Ind.-American Water Co. v. Town of Seelyville, 698 N.E.2d 1255, 1260 (Ind. Ct. App. 1998)
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