“Agreement to agree” isn’t too vague

A classic “agreement to agree” case has survived a summary judgment motion in New York.  In the case, reported by the New York Law Journal, via Law.com, the law firm of Pryor Cashman Sherman & Flynn had a contract with its client, Cary Brody, who was facing a possible $11 million in tax problems from New York State.  The agreement provided:

We [the firm ] hope to achieve outstanding results on your behalf.  Assuming that proves to be the case, we would expect to receive a bonus, subject to mutual agreement, in the neighborhood of the aggregate 20 percent reductions in our fees to such date.

After getting a negotiated settlement of $1 million, Brody refused to pay the bonus, which the firm calculates at $260,500, claiming both that the provision was an unenforceable agreement to agree, and that it was also a personal satisfaction clause and he wasn’t satisfied.  The judge disagreed, holding the case can go to trial.