## Facts

- Indiana authorized riverboat gambling and created a licensing process administered by the Indiana Gaming Commission, including two licenses for Gary, Indiana.
- Gary officials conditioned local support for applicants on a local-ownership component, described as 15% local ownership.
- Trump-related entities pursued a Gary license and proposed making 15% equity available to local investors, partly through a charitable trust.
- Plaintiffs William Mays and Louis “Buddy” Yosha were identified as part of the local-investor group in materials connected to the license effort.
- Trump’s counsel sent correspondence describing a proposed structure in which local investors would collectively hold 7.5% and a charitable trust would hold another 7.5%.
- The proposal contemplated Trump financing the investors’ buy-in through a loan to be repaid from distributions, but material loan terms (e.g., interest, security, recourse, repayment details, repurchase rights) were not settled.
- The communications indicated that additional meetings and further discussions were needed to finalize details.
- Trump also discussed creating a charitable foundation and placing Mays and Yosha on its board, but the foundation’s structure and funding were not definitively agreed.
- Trump later abandoned the local-ownership and foundation concept, proceeded without the plaintiffs, and obtained the Gary gambling license.
- Plaintiffs sued for breach of contract and related theories; a jury awarded $1.4 million in damages, and the district court denied specific performance.
- Plaintiffs appealed seeking equitable relief; defendants cross-appealed arguing no contract existed.

## Issues

1. Whether the parties formed an enforceable contract under Indiana law for minority equity participation and related financing, and for board positions in a contemplated charitable foundation.
2. Whether the alleged agreement was unenforceable as indefinite because essential terms were omitted and left for future negotiation.
3. If a contract existed, whether damages and/or specific performance was an available remedy.

## Decision

- The Seventh Circuit reversed the judgment for plaintiffs and remanded with instructions to enter judgment for defendants.
- The court held no enforceable contract was formed because the purported agreement lacked sufficiently definite essential terms and reflected ongoing negotiations.
- Because no contract existed, the jury’s damages award and any claim for specific performance could not stand.

## Legal Principles

- Under Indiana law, an enforceable contract requires a meeting of the minds on essential terms and sufficient definiteness to make obligations reasonably ascertainable.
- In complex, multi-party, heavily regulated business transactions, courts are reluctant to enforce preliminary writings that omit material financial and governance terms.
- Writings that expressly contemplate further negotiation and leave key provisions unresolved are treated as nonbinding proposals or an unenforceable “agreement to agree.”
- Specific performance and expectation damages require a valid, enforceable contract; without contract formation, such remedies are unavailable.

## Conclusion

The court concluded that preliminary correspondence about local equity participation, investor financing, and a charitable foundation did not establish a binding agreement because essential terms were unresolved and the parties’ communications showed negotiations were incomplete; judgment was therefore ordered for the defendants.


Mays v. Trump Ind., Inc., 255 F.3d 351 (7th Cir. 2001)