—The plaintiff contends that it was the intention of the parties that the unsigned instrument should be considered simply as a memorial of terms already agreed upon, and not as the contract by which alone they were to be bound. This position finds some support in the early negotiations between the parties as well as in the first sentence of the receipt given by Mrs. Arnold, through the agency of her husband, for the sum advanced, as it provides that such money “ is for the first payment mentioned in (the) unsigned agreement * * * which is to be fulfilled ” when the plaintiff is satisfied. Standing by itself, this would indicate that the instrument was to be “ fulfilled ” in the sense of performed, or carried into effect, npon the happening of the contingency named. The remainder of the receipt, however, shows, as we think, that the parties intended to leave the mat*409ter open and neither to make a binding agreement then nor to treat anything said or done in the past as yet binding. This follows from the requirement to return the money on a day named in case the machines should not be satisfactory to the plaintiff, or if the unsigned agreement should not, for any reason, be consummated. This language overthrows the theory that any agreement, upon which the minds of the parties hátl finally met, was then in existence, for it assumes that neither party is yet bound to do anything except with reference to a return of the money advanced. All prior negotiations are presumed to be embraced in this receipt, which is a contract and is the only one relating to the subject that was ever signed by any of the parties. Renard v. Sampson, 12 N. Y. 561; Long v. N. Y. Central R. R. Co., 50 Id. 76.

Nearly a year after the date of the receipt two of the parties, without the assent of the third, so far as appears, agreed to modify the proposed agreement in two material respects, and that all three should sign it, as amended, on a day named. The modification was not reduced to writing, and the instrument, even at the time of the trial, was not completed or ready for the signatures of the parties. Taking the view most favorable to the plaintiff, this was simply an oral agreement to sign an instrument not yet in existence, because it had not been wholly written out. Even the written portion required rewriting in part in order to conform to the wishes of the parties.

It was virtually an oral agreement to prepare and sign a written agreement, not as evidence of an existing contract, but as an original contract. Whether specific performance of an oral agreement to execute a written instrument, in the nature of a license for sixteen years under letters patent, can be compelled by a court of equity, when such instrument is complete in all respects and in readiness to be signed, we shall not now consider, because that question is not presented by the record before us. Not only was the writing in question incomplete, because it did not contain all that the parties *410had agreed should be inserted," but there were important blanks in the writing, with reference to which no agreement or understanding existed, and it had never been determined how they should be filled. The blanks existed not only in the paper, but also in the minds of the parties, which had never met upon the subject. No general right purported to be granted to the plaintiff, but only a special, though exclusive, right of user, dependent wholly upon the weight of the fabric per yard, yet the blank for this vital particular was left unfilled. There was no agreement, verbal or written, express or implied, as to what that blank should contain. There was no evidence from which’ the court, even if it were otherwise practicable, could have filled the blank. Every right of the plaintiff rested upon this unadjusted matter, which was left blank in both places where it occurred in the proposed agreement. Careful provision was made for a forfeiture of his right if the plaintiff used the machines in violation of the license, limited to an undetermined weight per yard of the material manufactured into gloves. The learned counsel for the plaintiff contends that the instrument, if signed, would be so construed as to mean “ a reasonable weight per yard,” but the parties did not agree to this, and, if they had, there is no evidence to enable the court to determine what a reasonable weight would be. No standard of comparison is disclosed. Far from agreeing upon that point, the parties did not even discuss it.

The proposed agreement was blank, also, as to its duration, to the extent at least of an entire year, a consideration of some importance when it is borne in mind that the amount of the royalties was guaranteed by the plaintiff to be not less than $6,000 a year.

We agree with the learned general term in saying “ it is impossible to deduce from this unsigned instrument the terms of a contract sufficiently clear and definite to enable a court to enforce the specific performance thereof.” We do not think that the parties should be compelled to sign a *411writing so incomplete and indefinite as to be incapable of enforcement when signed.

The judgment should be affirmed, with costs to the defendants Jennings, but without costs to the defendants Arnold.

All concur.