In Daiwa Corporate Advisory LLC v. Katapult Group, Inc. (NY County Supreme Court, Index No. 652164/2021), the trial court held that a contract is enforceable where the fees payable were to be “mutually-agreed” based on “customary and . . . similar transactions and practices in the investment banking industry.”
The court explained that under New York law all the terms contemplated by a contract need not be specific with complete and perfect certainty for a contract to be legally binding. (citations omitted). The doctrine of definiteness “is to be sparingly used, as a last resort, and only when an agreement cannot be rendered reasonably certain by reference to an extrinsic standard that makes its meaning clear” (citations omitted). In fact, where at the time of agreement the parties have manifested their intent to be bound, a price term may be sufficiently definite if the amount can be determined objectively without the need for new expressions by the parties. Thus, for example, a price term that references an extrinsic event or a commercial practice or trade usage can be sufficiently definite. (citations omitted.)