Rego v. Decker , 482 P.2d 834 ( 1971 )
482 P.2d 834 (1971)
Joseph P. REGO, Cecile Rego, et al., Appellants,
Robert L. DECKER, Appellee.
Supreme Court of Alaska.
March 19, 1971.
“Regarding the rule requiring reasonable certainty and its application to particular factual situations, Alaska Creamery and Lewis demonstrate that:
The dream of a mechanical justice is recognized for what it is – only a dream and not even a rosy or desirable one.
In general it has been said that the primary underlying purpose of the law of contracts is the attempted “realization of reasonable expectations that have been induced by the making of a promise.” In light of this underlying purpose, two general considerations become relevant to solution of reasonable certainty-specific performance problems. On the one hand, courts should fill gaps in contracts to ensure fairness where the reasonable expectations of the parties are fairly clear. The parties to a contract often cannot negotiate and draft solutions to all the problems which may arise. Except in transactions involving very large amounts of money or adhesion contracts to be imposed on many parties, contracts tend to be skeletal, because the amount of time and money needed to produce a more complete contract would be disproportionate to the value of the transaction to the parties. Courts would impose too great a burden on the business community if the standards of certainty were set too high. On the other hand, the courts should not impose on a party any performance to which he did not and probably would not have agreed. Where the character of a gap in an agreement manifests failure to reach an agreement rather than a sketchy agreement, or where gaps cannot be filled *838 with confidence that the reasonable expectations of the parties are being fulfilled, then specific enforcement should be denied for lack of reasonable certainty.
Several other considerations affect the standard of certainty. A greater degree of certainty is required for specific performance than for damages, because of the difficulty of framing a decree specifying the performance required, as compared with the relative facility with which a breach may be perceived for purposes of awarding damages. Less certainty is required where the party seeking specific performance has substantially shifted his position in reliance on the supposed contract, than where the contract is wholly unperformed on both sides.”