Held v. Zamparelli, 431 N.E.2d 961 (Mass. App. Ct. 1982). · Go Syfert
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Held v. Zamparelli, 431 N.E.2d 961 (Mass. App. Ct. 1982). Cases Citing This Book View Copy Cite
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cited 2× by 1 distinct case · …construction and enforcement of the agreement without these essential terms would be futile, and cannot supply these provisions without writing a contract for the parties which they themselves did not make. ⚠ not in text
38 citation events (28 in the last 25 years) across 7 distinct courts.
Strongest positive: Von Papen v. Rubman (mad, 2014-05-12)
Treatment trajectory · 1983 → 2026 · click a year to view as-of
1983 2004 2026
Top citers, strongest first. 19 distinct citers. How cited ↗
examined Cited as authority (quoted) Von Papen v. Rubman (2×)
D. Mass. · 2014 · signal: see also · quote attribution · 2 verbatim quotes · confidence low
construction and enforcement of the agreement without these essential terms would be futile, and cannot supply these provisions without writing a contract for the parties which they themselves did not make.
discussed Cited as authority (rule) Svec v. Davis
D. Ariz. · 2025 · confidence medium
See, e.g., Massih v. Mulling, 610 15 S.E.2d 657 , 659 (Ga. Ct. App. 2005) (oral agreement to serve as president of new company in exchange for 20% ownership interest was unenforceable because “there were several 16 details about the ownership that were never resolved,” including “how CDI was to be structured”); Lemming v. Morgan, 492 S.E.2d 742, 744 (Ga. Ct. App. 1998) (oral 17 agreement to locate, develop, and sell real estate in return for a 50% partnership interest was unenforceable because “[t]he agreement Lemming seeks to enforce had no specific 18 provisions regarding . . . how…
discussed Cited as authority (rule) Barnia v. Kaur (2×) also: Cited "see"
D. Mass. · 2022 · confidence medium
Held v. Zamparelli, 431 N.E.2d 961, 962 (Mass. App. Ct. 1982).
discussed Cited as authority (rule) Shea v. Millett
1st Cir. · 2022 · confidence medium
And based on the record, "we cannot supply these provisions without writing a contract for the parties which they themselves did not make." Held v. Zamparelli, 431 N.E.2d 961, 962 (Mass. App. Ct. 1982); see also Simon, 625 N.E.2d at 567 ("It is a court's function . . . to determine what provisions are essential to an agreement sought to be enforced and whether an omitted provision can be supplied by implication.").
cited Cited as authority (rule) Vacca v. The Brigham & Women's Hospital, Inc.
Mass. App. Ct. · 2020 · confidence medium
Held v. Zamparelli, 13 Mass. App. Ct. 957, 958 (1982).
discussed Cited as authority (rule) Beauregard v. Meldon
D. Mass. · 2019 · confidence medium
But, the “[c]onstruction and enforcement of the agreement without these essential terms would be futile, and [the court] cannot supply these provisions without writing a contract for the parties which they themselves did not make.” Held v. Zamparelli, 13 Mass. App. Ct. 957, 962 (1982) (internal citation omitted).
discussed Cited as authority (rule) Conway v. Licata
D. Mass. · 2015 · confidence medium
July 19, 2012) (finding contract unenforceable for indefiniteness “in the absence of agreement on material terms including but not limited'to how the bonus would be determined and the duration of the alleged agreement”); Held v. Zamparelli, 13 Mass.App.Ct. 957 , 431 N.E.2d 961, 962 (1982) (declining to enforce contract where “described-agreement is silent on essential terms of the contract, such as, but scarcely limited to: when the plaintiffs share of the profits was to be computed and to be paid to her; the duration of the agreement under which she claims the right to a share of the pr…
discussed Cited as authority (rule) Laudano v. 214 South Street Corp., Inc.
D. Mass. · 2009 · confidence medium
An alleged oral contract is unenforceable if it is silent on “essential terms.” Held v. Zamparelli, 13 Mass.App.Ct. 957, 958 , 431 N.E.2d 961, 962 (1982) (essential terms include but are not limited to when plaintiffs share of the profits would be computed and dispersed, the duration of agreement, and plaintiffs responsibility if there arose a claim against the property).
discussed Cited as authority (rule) Lambert v. Fleet National Bank
Mass. · 2007 · confidence medium
In the present case, by contrast, not only does the extreme vagueness of the purported “agreement” make its enforcement impossible, see, e.g., Held v. Zamparelli, 13 Mass. App. Ct. 957, 958 (1982), it indicates that there was no intent to be bound, and thus no agreement, in the first place.
cited Cited as authority (rule) Hastings Associates, Inc. v. Local 369 Building Fund, Inc.
Mass. App. Ct. · 1997 · confidence medium
The judge’s reliance upon Held v. Zam-parelli, 13 Mass. App. Ct. 957, 958 (1982), is misplaced.
discussed Cited as authority (rule) Fraser and Wise, PC v. Primarily Primates, Inc.
D. Mass. · 1996 · confidence medium
See Mass Cash Register, Inc. v. Comtrex Systems Corporation, 901 F.Supp. 404, 418 (D.Mass.1995); see also Hurwitz v. Parkway Country Club, Inc., 343 Mass. 661 , 180 N.E.2d 94, 96 (1962) (no price fixed in oral contract and the defendant/corporation only became liable for fair and reasonable value of the plaintiffs services); Novel Iron Works v. Wexler Construction Company, 26 Mass.App.Ct. 401 , 528 N.E.2d 142, 146 (there must be agreement on “essential terms of the transaction in order that the nature arid extent of the parties’ obligations can be determined and, hence, enforced”), revie…
cited Cited as authority (rule) Forti v. Massachusetts Institute of Technology
Mass. Super. Ct. · 1995 · confidence medium
Ore. Í990); Lucey v. Hero International Corp., 361 Mass. 569, 574 (1972); Held v. Zamparetti, 13 Mass.App.Ct. 957, 958 (1982) (rescript).
cited Cited as authority (rule) Novel Iron Works, Inc. v. Wexler Construction Co.
Mass. App. Ct. · 1988 · confidence medium
Corp., 7 Mass. App. Ct. at 628-630; Held v. Zamparelli, 13 Mass. App. Ct. 957, 958 (1982).
discussed Cited as authority (rule) Buker v. NATIONAL MANAGEMENT CORPORATION
Mass. App. Ct. · 1983 · confidence medium
Nor may the subsequent oral promise by National’s representative to “work things out” with Buker be construed as some form of warranty or as a valid modification of the written lease, for the statement was too vague to constitute the basis of a modified contract, Held v. Zamparelli, 13 Mass. App. Ct. 957, 958 (1982), and cases cited therein, and was unsupported by consideration.
discussed Cited "see" Selfridge v. Jama (2×)
D. Mass. · 2016 · signal: see · confidence high
See Laudano, 608 F.Supp.2d at 194-95 (“Am alleged oral contract is unenforceable if it is silent on ‘essential terms.’”)’ (quoting Held v. Zamparelli, 13 Mass.App.Ct. 957 , 431 N.E.2d 961, 962 (1982)).
discussed Cited "see" Adelson v. Hananel (2×)
D. Mass. · 2009 · signal: see · confidence high
See Held v. Zamparelli, 13 Mass.App.Ct. 957 , 431 N.E.2d 961, 962 (1982); Mass Cash Register, 901 F.Supp. at 417 .
discussed Cited "see" Boyle v. Douglas Dynamics, LLC (2×)
1st Cir. · 2004 · signal: see · confidence high
See Held v. Zamparelli, 13 Mass.App.Ct. 957 , 431 N.E.2d 961, 962 (1982) (stating that oral contract cannot be based on indefinite statements).
cited Cited "see" Serreze v. YWCA of Western Massachusetts, Inc.
Mass. App. Ct. · 1991 · signal: see · confidence high
See Held v. Zamparelli, 13 Mass. App. Ct. 957, 958 (1982); Azzi v. Western Elec.
cited Cited "see, e.g." Giusti Baking Co. v. Flanders
Mass. Dist. Ct., App. Div. · 1983 · signal: see also · confidence low
See also Held v. Zamparelli, 13 Mass. App. Ct. 957 (1982) and cases cited.
Retrieving the full opinion text from the archive…
Mary B. Held
v.
John F. Zamparelli & others
Massachusetts Appeals Court.
Mar 2, 1982.
431 N.E.2d 961
John J. Russell for the plaintiff., David Berman for the defendants.
Cited by 24 opinions  |  Published
1 passages pin-cited by 1 case
Pinpoint authority: bottom 60%
Citer courts: D. Massachusetts (2)

In this action for an accounting and payment of profits due on an oral contract, the defendants moved to dismiss the plaintiff’s amended complaint under Mass.R.Civ.P. 12(b)(6) and 56, 365 Mass. 755, 824 (1974). At the hearing on the motion, material in addition to the pleadings was before the judge, who entered a judgment under rule 12(b) (6). As it does not appear whether the judge excluded this material from his consideration in[*958] allowing the motion to dismiss, “we treat the judgment of dismissal in so far as it may have been granted under rule 12(b)(6) as a summary judgment.” Mongeau v. Boutelle, 10 Mass. App. Ct. 246, 247 (1980). See also Woodbridge v. Worcester State Hosp., 384 Mass. 38, 39 n.4 (1981).

In her amended complaint and affidavit in opposition to the defendants’ rule 56 motion, the plaintiff alleges: (1) that shortly before selling her land to the defendants for $125,000, she discovered that the defendants had negotiated to lease the property to the Commonwealth; (2) that the plaintiff confronted the defendants with her knowledge of the lease, but that she conveyed the land to them anyway in reliance on their oral promise that she could repurchase it at the same price; (3) that thereafter she desired to exercise her option, but the defendants orally promised her that if she would refrain from so doing, she “would be paid one-fourth of the profits from the operation of the premises”; (4) that she decided to accept their offer rather than seek a rescission of the conveyance of the realty to them; and (5) that the defendants have never paid her any of the profits. There is no showing in the plaintiffs complaint and affidavit that, other than subjectively, she ever gave up the purported option to have the property reconveyed. Even assuming the truth of these allegations, we view them as too vague and indefinite to be enforceable. “The difficulty here is that the [agreement] sued on is silent as to material matters important in its interpretation for the ascertainment of the obligations of the parties and the evidence of the circumstances surrounding its making is not such as to permit by inference the supplying of the lack. ‘Many of the essential terms necessarily involved in the proposed undertaking are not set forth and without them no enforceable contract is shown.’ Kaufman v. Lennox, 265 Mass. 487, 489 [1929], and cases cited.” Geo. W. Wilcox, Inc. v. Shell E. Petroleum Prod., Inc., 283 Mass. 383, 390 (1933). See Caggiano v. Marchegiano, 327 Mass. 574, 580 (1951). Compare Cygan v. Megathlin, 326 Mass. 732, 735-736 (1951); Simons v. American Dry Ginger Ale Co., 335 Mass. 521, 525-526 (1957). The described agreement is silent on essential terms of the contract, such as, but scarcely limited to: when the plaintiff s share of the profits was to be computed and to be paid to her; the duration of the agreement under which she claims the right to a share of the profits; what was to occur if the property were sold; or what would be the plaintiff’s responsibility should there be a claim against the owners of the property. See Marble v. Standard Oil Co., 169 Mass. 553, 561 (1897). See also 1 Williston, Contracts §§ 45 & 47 (3d ed. 1957). Construction and enforcement of the agreement without these essential terms would be futile, see Geo. W. Wilcox, Inc. v. Shell E. Petroleum Prod., Inc., 283 Mass. at 388, and we cannot supply these provisions without writing a contract for the parties which they themselves did not make. Read v. McKeague, 252 Mass. 162, 164 (1925). Lucey v. Hero Intl. Corp., 361 Mass. 569, 574 (1972).

John J. Russell for the plaintiff. David Berman for the defendants.

Because the plaintiff s action was properly dismissed on the basis that the contract was too vague and indefinite to be enforceable, we need not consider the defendants’ alternative grounds in support of the judgment.

Judgment affirmed.