Thе plaintiff appeals from final decrees entered on his bill brought under G. L. c. 231 A. The record on which we act puts the problem as follows.
*707 The bill alleges thаt bids were solicited by the trustees of the Metropolitan Transit Authority (MTA) for the purchase or other disposition of land in Dorchester, Massachusetts, and that thе plaintiff submitted a bid for a fifty year lease on certain terms. The defendants, directly or through a nominee, submitted two bids to purchase the premises, one оf which was accepted, to which action the plaintiff objected on the ground that his bid was more favorable to the MTA. Negotiations then commenсed between the parties in this suit and after a year, on or about June 5, 1964, two written agreements were entered into, one being a “Commission Agreement” between one of the defendants, Supreme Markets, Inc. (by Paul J. Cifrino), and the plaintiff. This agreement, on the terms of which there is no debate, provided, inter alla, thаt the plaintiff’s services would be retained for a stated fee in connection with the development of a shopping center project if the dеfendants’ bid for the premises was accepted. The bill further alleges that a second agreement, “Sharing Agreement,” was also concluded on the bаsis of a letter dated June 5, 1964, 1 forwarded to the *708 plaintiff by the defendant Paul J. Cifrino, the receipt of which caused the plaintiff by letter dated June 9, 1964, to the MTA to “withdraw” from the positiоn he took concerning his bid for a lease on the MTA premises, which were subsequently conveyed to the defendant trustees.
The defendants admit the withdrawal of the plaintiff from his position that he was the high bidder for the premises but claim he withdrew on the basis of the execution of the “Commission Agreement” and that, in any event, his claim had no status since he had been advised in writing by the MTA on April 10,1964, that the property was not advertised for lease but for sale and could not have been leased under relevant statutes pertaining to the advertisement. 2 In general, the defendants’ claim is that relative to the “Sharing Agreement” no contraсt existed, and if one did it was too vague, uncertain and indefinite to be enforced.
1. We deal first with the plaintiff’s statement of his intention to prove the validity of his сlaim that he was the highest bidder for the property and that he withdrew this claim “solely in consideration of and in reliance on the ‘ Sharing Agreement.’ ” “ It is well settled that the abandonment of a claim believed to be well founded and made in good faith and ‘not frivolous, vexatious or unlawful, although not of such character in law or fact or both as finally to commend itself to the judgment of the tribunal of last resort, is the surrender of a thing of value and is a sufficient, consideration for а contract.’
Codman
v.
Dumaine,
2. We thus move to consideration of the question whether the contents of the letter dated June 5, 1964, are sufficient tо support an action of contract. Much depends on whether we view this letter as complete in itself or whether it is rather an important opening phase of what might develop into protracted negotiations. The “Sharing Agreement” is concerned with the long range development of a shopping center. The parties were responsible and experienced persons with evident knowledge of what that entailed and with the host of details tо be covered in any writing which might eventually reflect their complete understandings and respective undertakings. The letter sets out that it “is intended” to outline the commitment which the defendant Paul J. Cifrino was willing to make. It left to be worked out “the most feasible method of making payment” of certain moneys to be earnеd by the plaintiff. The final sentence was, “Naturally we can work up something more legal than this letter.” The plaintiff was to commence sharing in the development “20 years from opening,” a date not otherwise defined. As the defendants have pointed out, “the 20 year amortization factor” to be deducted frоm “gross rental” was mentioned with no more definite statement of how and from what base amortization would be figured. The letter was silent on a large number of othеr items which are routinely covered in contracts of the length and complexity of that upon which the parties were to embark. Without further discussion of them, it is our view that the letter was too indefinite to be enforced as an agreement. The parties on the exchange of the letter were in the statе of “imperfect negotiation.”
Rosenfield
v.
United States Trust Co.
290 Mass.
*710
210, 217.
Saxon Theatre Corp. of Boston
v.
Sage,
3. We thus conclude that the judge was not in error in decreeing that the letter of June 5, 1964, dealing with the “Sharing Agreement” did not constitute a contract and was not contractually binding on the defendants, and that also, for the reasons assigned above, it was too vague, indefinite, and uncertain to be enforced as a contract. Each final decree is modified by striking out paragraph 5 dismissing the bill, and as so modified is affirmed.
So ordered.
Notes
“June 5, 1964
Paul O. Blair, Esq.
24 Elliot Street
Newton Highlands, Massachusetts 02161 Dear Paul:
This letter is intеnded to outline the commitment which I made to you at lunch and which can be formalized in any way you wish.
Assuming that the Fields Corner Center is developed by both of us togеther along the lines spelled out in today’s letter we agree that you will share additionally in the development of the §rds of the center not develoрed for the market as follows for 20 years from opening.
(1) From the gross rental each year will be. deducted a 20 year amortization factor apрlied to the full costs of construction including your fees, .if any.
(2) Appropriate Real Estate Taxes if any will be deducted.
(3) Appropriate maintenance costs will be deducted.
(4) A sum of 24,000 representing imputed land rent will be deducted.
The Balance of Income, if any, will be considered earned by you and we will work out the most feasible method of making payment.
As a sort of example: if the basic rents in a given year were sufficient exаctly to carry the full amortization, the land rent, the taxes and upkeep, and if there should also be additional percentage rental income, thеn this percentage income would accrue to you.
I trust that I have conveyed what is clearly in my mind but what is cumbersome to express. Naturally we can work up something more legal than this letter. - . . .
Yours sincerely,
PAUL CIFRINO” -
St. 1947, c. 544, § 4. St. 1959, c. 599. St. 1962, e. 660.