Analyzed this case on the basis that there was a

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analyzed this case on the basis that there was a separate implied-in-fact contract distinct from theexpress contract that governed the identical subject matter.2.Definitiveness As To Price and Duration In An “Idea Submission” CaseEven assuming that Baer had been able to demonstrate that he had an implied-in-fact contract with Chase, his contention that an implied-in-fact contract claim in an idea submission case need not be definite as to price and duration, would be incorrect. Baer asserts that the district court's holding “that the absence of a price and duration term render[s] an implied contract in an idea submission scenario too vague to be enforced is contrary to the law in virtually every jurisdiction that has ever considered the issue.” Appellant's br. at 34. Baer's claim fails on three grounds: (1) there is no distinction between express and implied contracts, aside from issues of contract formation; (2) definiteness with respect to price and duration is necessary for idea submission cases under New Jersey contract law; and (3) the district court was correct in holding that the contract Baer alleges existed was too ambiguous and indefinite to be enforceable.a.An Implied-In-Fact Contract Has The Same Legal Consequences As An Express Contract.In fact there are no distinctions in legal effect, at least in the context of this case, when a promise is implied rather than express. See Duffy v. Charles Schwab & Co., 123 F.Supp.2d 802, 816-17(2001) (“The only difference between an implied-in-fact contract and an express contract is that the parties' agreement has been manifested by conduct instead of words.”). No rationale exists to conclude that definiteness as to the essential terms of a contract could be an exception from this fundamental principle. We therefore determine if in any “idea submission case,” whether predicated on an express or implied contract, definiteness is a requirement to create an enforceable contract.
b.A Contract Involving An Idea Submission Must Be Definite With Respect To All Essential Terms To Be Enforceable Under New Jersey Contract Law.In fact “[a] contract arises from offer and acceptance, and must be sufficiently definite so ‘that the performance to be rendered by each party can be ascertained with reasonable certainty.’ ” Weichert Co. Realtors v. Ryan, 128 N.J. 427, 608 A.2d 280, 284 (1992) (citing West Caldwell v. Caldwell, 26 N.J. 9, 138 A.2d 402, 410 (1958); Friedman v. Tappan Dev. Corp., 22 N.J. 523, 126A.2d 646, 650-51 (1956); Leitner v. Braen, 51 N.J.Super. 31, 143 A.2d 256, 259-60 (1958)). Therefore parties create an enforceable contract when they agree on its essential terms and manifest an intent that the terms bind them. West Caldwell, 138 A.2d at 410; see Johnson & Johnson v. Charmley Drug Co., 11 N.J. 526, 95 A.2d 391, 397 (1953); California Natural v. Nestle Holdings, Inc., 631 F.Supp. 465, 470 (D.N.J.1986). If parties to an agreement do not agree on one or more essential terms of the purported agreement courts generally hold it to be unenforceable. Weichert, 608 A.2d at 284 (citing Heim v. Shore, 56 N.J.Super. 62, 151 A.2d 556, 561-62 (1959) (holding agreement unenforceable because parties did not agree on terms of

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