The Court ruled that the plaintiff could proceed with its case even though the Master Agreement at issue contemplated the need to negotiate the terms of future agreements. The agreement was therefore not an unenforceable agreement to agree.
Judge Tennille described the Agreement at issue and its attachments as "a very sophisticated business transaction among parties of equal knowledge negotiating at arms length," and said that "the extensive nature of the documentation left very few terms to be negotiated for each side." Op. ¶ 19.It contained what the Judge referred to as "impasse provisions" which dealt with situations where the parties did not reach agreement.
He denied the Motion to Dismiss, holding:
The impasse provisions in . . . the Master Agreement do not require the Court to supply any material terms. . . . Unlike the JDH case, in which the Court is asked to supply terms missing from a written letter of intent, this case involves the enforcement of specific remedies provided for in the agreement itself.
Op. ¶¶ 33-34.
Brief in Support of Motion to Dismiss
Brief in Opposition to Motion to Dismiss
Reply Brief in Support of Motion to Dismiss