the Opinion of the Court.
¶1 Appellant GRB Farm (GRB) appeals the grant of summary judgment entered by the Ninth Judicial District Court, Teton County, for Respondent Christman Ranch (Christman) on GRB’s claims of breach of contract and breach of the implied covenant of good faith and fair dealing. We affirm.
¶2 We must decide whether the District Court erred in determining that the contract between Christman and GRB lacked material terms, was vague on its face and, therefore, was unenforceable as a matter of law.
FACTUAL AND PROCEDURAL BACKGROUND
¶3 GRB and Christman entered into two separate farm-lease agreements for agricultural property on December 18, 1998, and September 30,1999. Under the terms of both agreements, Christman leased to GRB land on a cash per acre basis for a term of five years. Both agreements contained the following clause that allowed GRB an option to negotiate a renewal with Christman at some future date:
After October 1,2002, Lessee shall have the option to negotiate an extension of this lease for years subsequent to the year 2002, upon such terms and conditions as Lessor and Lessee shall agree to at that time.
The parties agreed to include this provision in order to give Christman sufficient flexibility in the event it needed to sell the leased property to satisfy existing debts encumbering the property.
*238 ¶4 Christman approached GRB with the option to purchase the subject property near the expiration of the leases in 2002. GRB refused. Christman later entered into a purchase agreement with a third party.
¶5 GRB filed a complaint on September 9,2002, after Christman sold the property to the third-party. GRB alleged that Christman breached the farm-lease agreements and the implied covenant of good faith and fair dealing. Christman moved for summary judgment and GRB filed a cross-motion for summary judgment.
¶6 The District Court conducted a hearing on the competing motions for summary judgment and later entered its order granting Christman’s summary judgment motion. The District Court concluded that the negotiation clause in the farm-lease contract constituted an agreement to agree, was vague on its face and, therefore, proved unenforceable. The court did not discuss specifically the implied covenant of good faith and fair dealing. This appeal followed.
STANDARD OF REVIEW
¶7 We review a district court’s decision to grant summary judgment
de novo,
based on the same criteria applied by the district court under Rule 56, M.R.Civ.P.
Watkins Trust v. Lacosta,
DISCUSSION
¶8 Whether the District Court erred in determining that the contract between Christman and GRB lacked material terms, was vague on its face, and therefore was unenforceable as a matter of law.
¶9 GRB argues that the negotiation clause of the farm-lease agreements constitutes an agreement enforceable by the parties to negotiate an extension of the farm-lease. As a result, GRB contends that it deserves to continue leasing the land under the theory of specific enforcement even though the parties failed to negotiate a new agreement. GRB also maintains that the District Court failed to *239 resolve issues of material fact in addressing its claims of breach of the covenant of good faith and fair dealing.
¶10 We interpret the language of contractual provisions according to their plain, ordinary meaning.
Schwend v. Schwend,
¶11 An agreement that requires the parties to agree to material terms in the future is not an enforceable agreement whereby specific performance will be granted.
Steen v. Rustad
(1957),
¶12 We conclude that the District Court correctly determined that the negotiation clause in the farm-lease contract represented a mere agreement to agree. The parties agreed only to contemplate negotiating an extension of the lease for some indeterminate period of time and for some unspecified amount. The negotiation clause specifically refers to such terms and conditions as the parties “shall agree to at that time.”
¶13 The circumstances here mirror those in
Riis v. Day
(1980),
¶14 The parties’ failure here to include complete and material terms for determining duration and payments for another lease term
*240
in the negotiation clause similarly rendered it unenforceable. Specific performance remains unavailable to enforce an agreement to agree to material terms in the future.
Steen,
¶15 Finally, we need not consider GRB’s claims for breach of the implied covenant of good faith and fair dealing as the covenant does not attach in the absence of an enforceable agreement.
Cate v. First Bank (N.A.)-Billings
(1993),
¶16 Lastly, Christman requests we award it attorneys’ fees pursuant to Rule 32, M.R.App.P., based upon GRB’s appeal of the District Court’s order “without substantial or reasonable grounds.” As a general rule, this Court declines to impose sanctions pursuant to Rule 32, M.R.App.P., unless the appeal appears entirely unfounded and intended to cause delay or unless counsel’s actions otherwise constitute an abuse of the judicial system.
In re Marriage of Moss,
¶17 We hold GRB based its appeal on substantial and reasonable grounds and was not intended to cause delay. Indeed, GRB put forth several reasonable arguments why the District Court’s judgment should have been modified or reversed. We remain satisfied from the record and presentation of the appeal, however, that no reversible error occurred. Accordingly, we decline Christman’s request to award its attorneys’ fees and Costs for having to respond to this appeal.
