Go to navigation Go to content
Toll-Free: (888) 497-3410
Phone: 516.791.5700
Law Offices of Jonathan M. Cooper

When an Interim Agreement May Be Enforceable Under New York Law

It is certainly true that under New York law, "an agreement to agree" is, generally speaking, not considered a valid and enforceable agreement.
But, like many general rules, this rule is not absolute; there are exceptions, as "[a]n agreement may exist even where parties acknowledge that they intend to subsequently finalize the details of the agreement. (See Richbell Info. Servs., Inc. v Jupiter Partners, LP, 309 AD2d 288 [1st Dept 2003])." (2006 NY Slip Op 30201[U], *8.) 
And, strangely enough, some of these exceptions actually make sense.
Consider, for example, an interim agreement that sets forth 90% of what the parties are each bound to do, and leaves out some relatively minor details to be filled in at a later date. In many instances, a court may find that there really was a meaningful agreement that was entered into, and as such, there would be an enforceable contract.
A word of caution: given the inherently detailed, and fact-specific nature of this kind of agreement, it is difficult to predict which way a court will lean in a particular case.
Finally, and at the risk of stating the obvious, you really want to avoid this type of circumstance altogether.