## Facts

- Robert N. Corthell was employed by Summit Thread Company and developed inventions related to the company’s manufacturing business.
- Before 1926, Corthell patented three specific devices and offered to sell them to Summit; Summit first received a 30-day option to purchase.
- The parties then executed a five-year written agreement under which Summit (1) increased Corthell’s salary and (2) paid $3,500 for rights to the three identified devices.
- The agreement required Corthell to assign to Summit any inventions he made relating to Summit’s business during the contract term.
- In exchange for future inventions, Summit promised Corthell “reasonable recognition of his services and endeavors” and the agreement directed interpretation “in good faith on the basis of what is reasonable and intended, and not technically.”
- During the five-year term, Corthell created and assigned multiple additional inventions and improvements to Summit, which Summit accepted; Summit paid no separate compensation for these later inventions.
- Summit officers made statements to Corthell indicating he would be “fixed up” or “taken care of” when the contract came up for renewal.
- At the end of the term, Summit did not renew the agreement and discharged Corthell; Corthell sued for breach seeking compensation for the inventions assigned during the term.
- The case reached the Supreme Judicial Court of Maine on a reported agreed statement of facts to determine rights under the contract.

## Issues

1. Whether the promise to provide “reasonable recognition” for inventions assigned during the contract term was too indefinite to be enforceable.
2. If enforceable, whether Corthell could recover the reasonable value of the inventions and improvements he assigned under the agreement.

## Decision

- The court held the “reasonable recognition” promise, read with the contract’s good-faith and reasonableness construction clause, was sufficiently definite to be enforceable.
- The court rejected the view that Summit had unfettered discretion to provide nothing; Summit could choose the *form* of recognition but was obligated to provide a reasonable benefit.
- The court held Corthell could recover compensation measured by the reasonable value of the inventions and improvements assigned during the term, to be determined by the fact-finder.

## Legal Principles

- A contract is not void for indefiniteness if the parties intended to contract and the agreement supplies a reasonably certain basis for determining breach and awarding a remedy.
- Language committing performance to a standard of “reasonableness,” especially when coupled with an express good-faith construction clause, can provide an enforceable standard for performance.
- A promise is illusory if performance is left wholly to one party’s wish or pleasure; reserving discretion over *how* to perform does not negate an obligation to perform reasonably.
- Where a contract leaves compensation open but requires “reasonable” payment or recognition, damages may be awarded based on the reasonable value of the performance conferred and accepted.

## Conclusion

The court enforced an employer’s promise to give “reasonable recognition” for employee inventions assigned during employment, treating the term as requiring reasonable compensation and allowing recovery based on the reasonable value of the inventions accepted by the employer.


Corthell v. Summit Thread Co., 167 A. 79 (Me. 1933)