## Facts

- Pinnacle Books, Inc., a paperback publisher, published Don Pendleton’s “Executioner” series and had substantial commercial success with it.
- Pinnacle and Pendleton executed a 1976 agreement for Pinnacle to publish ten additional “Executioner” books (books 29–38).
- The contract included an option clause granting Pinnacle an option to renew for later books “on terms to be agreed,” requiring the parties to use “best efforts” to reach agreement; if no agreement was reached, Pendleton could offer rights to another publisher subject to a short publication-delay condition.
- Pinnacle and Pendleton discussed a new agreement beginning in 1978 but did not finalize renewal terms.
- In early 1980, Harlequin Enterprises Ltd. pursued Pendleton for rights to publish new works in or relating to “The Executioner.”
- Pendleton accepted Harlequin’s offer and ended negotiations with Pinnacle.
- Pinnacle sued Harlequin for tortious interference with contract, seeking a permanent injunction and damages, contending Harlequin induced Pendleton to breach the option/best-efforts clause.

## Issues

1. Whether the 1976 option clause to renew “on terms to be agreed,” coupled with a “best efforts” duty to negotiate, was sufficiently definite to create an enforceable contractual right.
2. Whether, absent an enforceable contractual right beyond book 38, Harlequin could be liable for tortious interference with contract as a matter of law.

## Decision

- The court granted Harlequin’s cross-motion for summary judgment, denied Pinnacle’s motion, and dismissed the complaint.
- The court held the renewal option was an unenforceable agreement to agree because it left essential terms unresolved and provided no objective method to supply them.
- The “best efforts” language did not make the clause enforceable because there was no workable standard to assess compliance.
- Because Pinnacle lacked an enforceable contract right beyond the ten books covered, the tortious-interference claim failed.
- The court later denied Pinnacle’s motion for reargument and for temporary injunctive relief pending appeal.

## Legal Principles

- A renewal option “on terms to be agreed,” without definite essential terms or an objective mechanism to determine them, is too indefinite to enforce.
- A “best efforts” obligation is enforceable only when tied to a sufficiently definite contractual framework that allows judicial measurement of performance; it cannot cure an otherwise open-ended agreement to agree.
- A claim for tortious interference with contract requires a valid, enforceable underlying contract; without one, the claim fails as a matter of law.

## Conclusion

The court held that a purported renewal option requiring “best efforts” to reach future “terms to be agreed” was too indefinite to enforce, leaving no contractual right for a third party to interfere with; summary judgment for the defendant publisher was therefore warranted.


Pinnacle Books, Inc. v. Harlequin Enters. Ltd., 519 F. Supp. 118 (S.D.N.Y. 1981)