Coleman Engineering Co. v. North American Aviation, Inc.

I dissent. In my opinion, the parties attempted to enter into a formal *411contract and erroneously believed that they had done so. Certain essential elements were left to future agreement, however, and an agreement was never reached.

The majority opinion applies the “essential element” test, long used exclusively to determine the enforceability of agreements to agree, not to determine the enforceability of such an agreement, but to hold that agreement on new terms was a condition precedent to plaintiff Coleman’s duty to continue performance under the contract. If there is no initial agreement on…