LAY, Chief Judge.
Ohio Calculating, Inc., a seller and servicer of office equipment, was a dealer for CPT Corporation, a manufacturer of word processing equipment, from 1976 until 1982, when CPT terminated Ohio Calculating. After the termination, Ohio Calculating sued CPT for breach of their Dealer Agreement. A jury returned a verdict for Ohio Calculating, finding that CPT breached the following provisions of the Agreement:
The jury also found that CPT breached ¶ 8.7, but this provision is not at issue on appeal because CPT concedes its liability.
The jury determined that the total damages caused by CPT's breach of ¶¶ 2.1, 2.7, and 8.7 were $141,820. The verdict form
After the jury returned its verdict, the district court
The trial court reasoned that Ohio Calculating introduced no evidence of recoverable damages suffered as a result of that breach.
The court further set aside the verdict in favor of Ohio Calculating for CPT's breach of ¶ 2.7, which provides:
The trial court reasoned that the exculpatory clause in ¶ 8.9 of the Dealer Agreement barred Ohio Calculating's recovery under ¶¶ 2.1 and 2.7. Ohio Calculating appeals from the judgment n.o.v. entered for CPT on these two counts.
A. Ohio Calculating's Appeal
The district court's grant of judgment n.o.v. in favor of CPT was based primarily on the exculpatory terms of the Dealer Agreement between Ohio Calculating and CPT. Paragraph 8.9 provides:
The district court held that this clause precluded Ohio Calculating from recovering for CPT's breaches of ¶¶ 2.1 and 2.7 because any damages suffered by Ohio Calculating due to those breaches "resulted from" termination and were therefore unrecoverable under the unambiguous terms of ¶ 8.9.
By its terms, ¶ 8.9 provides only that "[t]ermination shall not result in CPT liability * * *." (emphasis added). In contrast, the breaches at issue here involved pre-termination and post-termination conduct by CPT. The jury determined, and the district court agreed, that prior to terminating Ohio Calculating, CPT had set unduly and inequitably high performance standards for Ohio Calculating. This conduct would have breached ¶ 2.1 of the parties' agreement even if CPT had not terminated Ohio Calculating. Similarly, CPT's breach of ¶ 2.7 was its failure to fulfill certain post-termination obligations. It is irrelevant that the damages that accrued to Ohio Calculating from CPT's breaches accrued after termination, because ¶ 8.9 precludes only liability resulting from termination, not all damages caused by any of CPT's conduct. To interpret the clause as urged by CPT would be to reconstruct it to read that after CPT terminates Ohio Calculating, CPT shall not be liable for any damages caused by its termination or by its pre- or post-termination conduct. This interpretation is clearly at odds with the language of the totality of the parties' agreement and we decline to so distort its meaning. We therefore hold that the exculpatory clause is inapplicable and does not bar Ohio Calculating from recovering for CPT's breaches of ¶¶ 2.1 and 2.7. We reverse the judgment n.o.v. for CPT and remand for reinstatement of the jury's verdict.
In doing so, we reject, as did the district court, CPT's argument that another portion of the Dealer Agreement bars Ohio Calculating's recovery. CPT points to ¶ 10.9 of the Agreement, which provides that:
(emphasis added). CPT contends that the second sentence of this paragraph, which is contained in a portion of the Agreement entitled "General Provisions," was intended by the parties to preclude recovery of the specified types of damages regardless of the cause of the damages. The district court held, however, that the remedy limitation contained in the second sentence applies only to damages caused by acts of God or by the other contingencies specified in the first sentence of ¶ 10.9. We agree.
To separate the second sentence of the paragraph from the first sentence is inconsistent both with principles of contract interpretation and with the Agreement as a whole. Each of the paragraphs contained in Article X of the Agreement — "General Provisions" — deals with a single topic. Paragraph 10.9 likewise must be construed as dealing with one topic — liability and damages for injuries caused by force majeure. Moreover, to read ¶ 10.9's second sentence as applying beyond the bounds of that paragraph renders other limitations of remedy in the Agreement meaningless. As Ohio Calculating points out, contracts must
B. CPT's Appeal
In its cross appeal, CPT argues that the district court erred in upholding the jury's verdict that CPT breached ¶ 10.8 of the Dealer Agreement. We agree. Paragraph 10.8 provides:
We hold that this paragraph constitutes an unenforceable and unremediable agreement to negotiate and therefore reverse the judgment entered for Ohio Calculating with respect to ¶ 10.8.
Under the applicable Minnesota law, "[i]t is a fundamental rule * * * that an alleged contract which is so vague, indefinite, and uncertain as to place the meaning and intent of the parties in the realm of speculation is void and unenforceable." King v. Dalton Motors, Inc., 260 Minn. 124, 126, 109 N.W.2d 51, 52 (1961). Although the Minnesota courts apparently have not considered the precise issue of enforceability of agreements to negotiate, in a recent case the Minnesota Court of Appeals held that an agreement to agree — similar although not identical to an agreement to negotiate — was so indefinite and ambiguous as to be unenforceable. See First Trust Co. v. Holt, 361 N.W.2d 476, 479 (Minn.Ct.App.1985); see also Lake Minnetonka Homes, Inc. v. Sidwell, 412 N.W.2d 360, 364 (Minn.Ct.App.1987) (indefiniteness of renegotiation clause necessitated rescission of contract for deed) (rev. granted Nov. 18, 1987). Accordingly, we are convinced that the Minnesota courts would follow the vast weight of authority
Such agreements generally are deemed unenforceable because they provide neither a basis for determining the existence of a breach nor for giving an appropriate remedy. For instance, in Necchi S.p.A. v. Necchi Sewing Machine Sales Corp., 348 F.2d 693 (2d Cir.1965), cert. denied, 383 U.S. 909, 86 S.Ct. 892, 15 L.Ed.2d 664 (1966), the Second Circuit discussed the enforceability of a contractual provision stating that the parties would "examine the possibility" of extending a distributorship agreement. The court stated:
Id. at 698; see also Restatement (Second) of Contracts § 33(2) (1979).
As in Necchi, it is impossible for this court or a jury to determine what would have happened had Ohio Calculating and CPT negotiated "with respect to the purchase of [Ohio Calculating's] business." A damages award based upon the parties' failure to reach an agreement on the sale of the business is thus entirely speculative and cannot stand.
We reverse the judgment n.o.v. for CPT on the claims involving ¶¶ 2.1 and 2.7 of the Agreement and remand for reinstatement of the jury's verdict.