(dissenting).
I respectfully dissent.
This case involves an indefinite contract clause which purportedly allowed the parties to renegotiate the purchase terms when the balloon payment became due. The majority concludes the renegotiation clause was a “substantial part of the contract”. I disagree on two grounds.
First, the renegotiation clause is not necessarily a substantial part or an essential element of the contract because a prior contract clause specifically states the payment terms. The contract provides that specified monthly payments were due until September 1, 1984, after which time “the entire balance remaining together with interest thereon shall be due and payable in full * * *.” (emphasis added).
Second, the clause is permissive and it is superfluous because it merely states what the parties already were free to do under general contract law principles, therefore the clause is not essential to the contract. The clause indicates that the parties “may” renegotiate the contract and that the contract may be renegotiated “at terms agreed upon by both parties.” (emphasis added). Contracting parties always may renegotiate, amend, or substitute contracts if they mutually agree to those changes. Since the renegotiation clause is nothing more than a restatement of general contract principles, the clause is superfluous and therefore nonessential.
The intent of the parties as to the fundamental terms of payment are evident from the contract: the parties obviously intended Sidwell would make monthly payments of $1,520 from September 1981 until September 1984, at which time the unpaid balance would become due and payable. Since the contract, absent the nonessential clause, definitely states the parties’ obligations at the time of the balloon payment, the contract can be specifically enforced because its terms are ascertainable with reasonable certainty.
Before specific performance can be granted, the contract must * * * be certain and complete. However, it is not necessary that every possible question be answered in advance by the parties before a contract can be specifically enforced; it is only necessary that the intent of the parties as to fundamental terms be ascertainable with reasonable certainty.
Furthermore, the law does not favor invalidation of contracts because of indefiniteness, and if the terms can be reasonably ascertained in a manner prescribed in the writing, the contract will be enforced.
Furuseth v. Olson, 297 Minn. 491, 492-93, 210 N.W.2d 47, 49 (1973) (citations omitted).
I would affirm the district court.