Cluster 781237

Thus, the existence or nonexistence of a contract turns on whether material terms are missing.”); Ocean Atl., 322 F.3d at 999 (“The parties may … make clear that they do not intend to be bound until a contract is executed … by making … key events … dependent upon the subsequent execution of a contract … .”).

Corp. v. Aurora Christian Sch., Inc., 322 F.3d 983 , 997 (7th Cir. 2003) (“[W]hen the parties make clear that their mutual obligations are dependent upon the execution of a final contract, their preliminary writing will not be deemed a binding agreement.”); Visiting Nurse Ass'n, St.

Corp. v. Aurora Christian Schools, Inc., 322 F.3d 983, 1000 (7th Cir. 2003), citing Academy Chicago Publishers v. Cheever, 578 N.E.2d 981, 983 (Ill. 1991) (offers without material terms would be unenforceable even if parties intended signed offers to bind them).

Id. at 997-99 (observing that both offer letters stated they “will serve to set forth some of the parameters for an' offer,” and that inspection, default, and refundability of the earnest money deposit all depended on the future execution of a contract and not of the offer letters).

As we have said, “[i]f the parties’ written words do not show a clear intent be bound, then they will not be held to a preliminary agreement.” Ocean Atl., 322 F.3d at 996 (quotations omitted); see id. at 997 & 1002 (holding that the offer letter accepted by the defendant setting forth “some of the parameters” for the sale— perhaps even the most important terms— was not binding where the parties structured each of the transactions in such a way that preparation and execution …

Co. v. Tomkins, 304 U.S. 64 , 58 S.Ct. 817 , 82 L.Ed. 1188 (1938); Ocean Atlantic Development Corp. v. Aurora Christian Schools, Inc., 322 F.3d 983, 995 (7th Cir.2003).

Corp., 322 F.3d at 1005.

Corp., 322 F.3d at 1005.

Corp., 322 F.3d at 995, citing Academy Chicago Publishers, 161 Ill.Dec. 335 , 578 N.E.2d at 983 .

Or, as Judge Rovner explained in Ocean Atlantic Development Corp. v. Aurora Christian Schools, Inc., 322 F.3d 983 (7th Cir.2003), “[whether the parties had a ‘meeting of the minds’ is determined not by their actual subjective intent, but by what they expressed to each other in their writings.” Id. at 996 (internal quotation and citation omitted). 30 *1021 b.

Corp., 322 F.3d at 1004 (The parties’ own subjective construction of the contract will not provide grounds for stepping outside the four corners of the contract.).

Corp., 322 F.3d at 1004 (The parties' own subjective construction of the contract will not provide grounds for stepping outside the four corners of the contract.). 11 .

Corp., 322 F.3d at 1002-04 (concluding that the buyer’s extrinsic evidence, which included evidence relating to the extent of the parties’ negotiations, was not admissible, as such evidence “focuse[d] on the parties’ own, subjective construction of the offers and whether or not they were binding”).

Corp., 322 F.3d at 1002-04 (concluding that the buyer’s extrinsic evidence, which included evidence relating to the extent of the parties’ negotiations, was not admissible, as such evidence “focuse[d] on the parties’ own, subjective construction of the offers and whether or not they were binding”).

See Ocean Atlantic Development Corp. v. Aurora Christian Schools, Inc., 322 F.3d 983, 997 (7th Cir. 2003) (Illinois law).

See Ocean Atlantic Development Corp. v. Aurora Christian Schools, Inc., 322 F.3d 983, 997 (7th Cir.2003) (Illinois law).