Old Navy

Todd Oldham v. Old Navy: Are Agreements To Agree Enforceab

BY OLIVER HERZFELD, FORBES IP COUNSEL, OCTOBER 15, 2013 - Contractual counterparties sometimes agree to contract on major terms while leaving other terms open and subject to further negotiation. In a prior Forbes column (available here), I reviewed a case where one party insisted on materially different terms to the previously agreed-upon major terms. But assuming the parties do not attempt to alter the major terms, what are the boundaries of the parties’ obligation to agree upon the open terms and enter into a final agreement? The recent decision in L-7 Designs v. Old Navy addresses this question.