Indefiniteness refers to a lack of clear terms in a contract that makes it unenforceable.
Understanding Indefiniteness
For example, in the case of *Hill v. Gateway 2000, Inc.*, 105 F.3d 1147 (7th Cir. 1997), the court found that a contract was indefinite because it did not specify essential terms. Courts generally look for clarity in critical aspects such as price, quantity, and time of performance. If these elements are not clearly defined, the contract may fail due to indefiniteness.
The Uniform Commercial Code (UCC) also addresses this issue, particularly in Article 2, which governs sales of goods. Under UCC § 2-204, a contract can still be formed even if some terms are left open, as long as the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. However, if essential terms are missing, the contract may not be enforceable.
How Indefiniteness affects you
Indefiniteness appears in U.S. legal practice primarily within Contracts, where understanding the term is essential for parties navigating the relevant statutes, rules of procedure, and case law. For non-lawyers, the value of looking up a precise definition is that legal terms often carry meanings that differ from everyday usage; relying on the common meaning can lead to costly missteps.
The mechanics of Indefiniteness
In practice, Indefiniteness is invoked when parties, judges, or attorneys need to identify the legal status of an issue, the rights of those involved, or the procedural step required next. The definition shown above is sourced from AttorneyQnA Editorial, which is widely cited in U.S. legal practice. Because U.S. law is jurisdictionally layered — federal, state, and sometimes local — the precise application of the term can vary by court, so check the controlling authority for your specific case.
Etymology
From Latin 'indefinitus', meaning 'not defined or limited'.