| Court: | WI Supreme Court |
| Facts: | Defendants want to purchase 2 commercial properties in Beloit. There was an offer to purchase, and it was contigent upon obtaining the "proper" amount of financing. The bank wouldn't loan the total amount, but proposed a scheme of incorporating the business, and getting a loan in its name. Anyway, the deal falls through because the defendants can't get the amount of financing they want. |
| Posture: | The sellers sue, and the court finds for the defendants, dismissing the complaint. Appeal. |
| Issue: | Is the financing clause definite enough to have a contract with certain meaning (i.e., was there a meeting of the minds)? |
| Holding: | No, the contract is void for indefiniteness. |
| Rule: | If we were to adopt either the plaintiff's view or the defendants', we'd be making a contract, not merely interpreting an existing one. |
| Reasoning: | A contract is certain if the surrounding circumstances make it unambiguous. If the parties are free to interpret a term in wildly different manners, it's not a definite contract, and must fail. |
| Dicta: | |