Mr Justice Thompson

delivered the opinion.of the Court.

This case, comes up on appeal from the circuit court of the United States, for the seventh circuit, in the district of Ohio.

The bill, in the court below, was filed for the purpose of obtaining the specific execution of a contract entered into he.tween Elisha King, the father of John W. King, and Alexander Hamilton, the father of James Hamilton; and also to enjoin all-further proceedings at law on a judgment in an action of ejectment, obtained by John W. King for the recovery of possession .of a part of the land alleged to have been comprised within the contract.

The. answer to-this bill is very inartificially drawn; but no exceptions were taken to it, and the general replication put in. No proofs were taken upon' the principal matters in dispute : but the cause came on to a hearing upon the bill and answer, and exhibits, and the agreement which had been entered into between the counsel for the parties in the progress of.the cause. This agreement puts at rest many of the questions that might otherwise have arisen, and reduces the subject of dispute to the single inquiry respecting what is- called by the parties the surplus land: and this involves the inquiries ; first,' whether this surplus is embraced in the original contract, and if so.; then, secondly, whether, under the circumstances of the case, the complainants in the court below have not lost their right to call upon a court of equity to enforce a specific performance, of that contract.

*321The contract signed by Elisha King and Alexander Hamilton bears date on the 8th of February 1805, and is as follows : “ I this day sell to Alexander Hamilton, all my lands lying on the Miami river, in the state of Ohio, one thousand five hundred and thirty-three and one-third acres, as by patent in my name; also three hundred and thirty-three and one-third acres, taken , off the lands patented in- the name of Sackville King, adjoining to that entry of Elisha King, of one thousand five hundred and thirty-three and one-third acres. He, the said Hamilton, is bound to pay to Elisha King for this land nine hundred and forty-six pounds sixteen shillings, current money of Virginia, in three -payments, beginning December the,25th, 1805; then to pay one hundred and fifteen pounds twelve shillings, also, in the year 1806 and 1807,. each Christmas day or before, to make the full payments, as is above. The manner and agreement made by us is in payment as tenders: the said Hamilton takes to this country, horses, to be sold at twelve months credit, taking Bond and good security, which bond is lawful tenders from year to year; and on these tenders being made, the. said King is bound to give tb said Hamilton good title to said lands, &c.”

The bill states, that there is a surplus of several Hundred acres, beyond the specific quantity mentioned in the contract. The answer alleges, that from actual survey, the patent is found to contain two thousand four hundred and nine and a half acres ; which will leave a surplus of eight hundred and seventy-six acres; a quantity equal to more than one half of the whole number of acres mentioned in the contract.

It may perhaps be assumed as facts of general notoriety, that the surveys and patents for' lands lying within the Virginia'military district, contain a greater quantity of land than is specified in the grant: and that parties would of course, when entering into a contract for the purchase of a tract of land, and referring to the patent for a description, expect, that the quantity would exceed the specified number of acres. But so large an excess as in the present case can hardly be presumed to have been within the expectation of either party; and admitting that a strict legal interpre*322tation of a contract would entitle the purchaser to the surplus, whatever it might be, it by no means follows, that a court of chancery will in all cases lend its aid to enforce a specific performance of such a contract.

The agreement entered into by the counsel which has been hitherto, and which will be more particularly noticed hereafter, puts an end to all questions respecting the land, to the extent of one thousand five hundred and thirty-three and one-third acres. Otherwise it might well be questioned, whether the complainants in the court below could compel a conveyance for any more than has already béen conveyed under the contract.

In 1809 a conveyance was given for seven hundred and sixty-six and two-thirds acres; the full consideration for which, after deducting five hundred and sixty-six dollars and sixty-six cents, for defect of title in Elisha King to 'the three hundred and thirty-three and one-third acres of land included in Sackville King’s patent, had not been paid when the bill was filed.

If the rights of these parties were to be governed, and determined, solely, by the question whether the contract covers the surplus land, we should have no difficulty in coming to the conclusion that it does. There is nothing upon the face of the contract from which it can be satisfactorily inferred that it was intended to be a salé by the acre. The language of the contract on the part of King is, “ I this day sell to Alexander Hamilton, all my lands lying on the Miami river, in the state of Ohio, one thousand five hundred and thirty-three and one-third acres, as by patent in my name.” Had it been intended a sale by the acre, the language would doubtless have been, one thousand ,five hundred and thirty-three and one-third acres of, or. a part of my lands, &c.: instead of which it is “ ail my lands, as by patent in my name.” Reference is made to the patent for a description of the land, and to ascertain the subject matter of the contract. And whatever wóuld pass under the pátent to King, would be included in the sale to. Hamilton. The number of acres is mentioned in reference to what appears by the patent, (one thousand five hundred and thirty-three and *323one-third acres, as by patent in my name), and not as designating the precise quantity sold. But admitting the contract covers the surplus land ; it is contended on the part of the appellants, that a court of equity will not, under the circumstances of this case, enforce a specific performance of the contract. It is. insisted, however, on the part of the appellees, that all equitable considerations are precluded by the agreement entered into by the counsel, which has been referred to ; and that the. question is narrowed down to the single inquiry, whether the surplus land is included in the original contract of 1805. If such is the construction to be given to this agreement, the question has already been answered. It becomes therefore very material to examine, whether this is the fair and reasonable interpretation of the agreement. It is as follows.

1. “It is agreed that the complainants are.at this time, January 6, 1826, indebted to the said John W. King, one of the defendants above named, for the balance of the purchase money, including up to the date aforesaid the interest, one thousand eight hundred and ninety-six dollars and eighty-eight cents, for the one thousand five hundred and fifty-three and one-third acres mentioned in the said bill of complaint. This amount, it is agreed between the parties by their counsel, is now due to the said John W. King; after deducting from the gross sum agreed to be paid by the ancestor of the plaintiffs to the ancestor of the defendants, which will appear by contract, five hundred and sixty-six dollars and sixty-six cents, for the three hundred and thirty-three and one-third acres patented, to Sack vil le King, mentioned in the contract; to which the defendants, dr their ancestor, never had title. The sum of one thousand eight hundred and ninety-six dollars and eighty-eight cents is the whole amount due the said John W. King/or the one thousand five hundred and thirty-three and one-third acres of land, the number of entry 1548, as mentioned in said bill; and it is hereby expressly understood between the parties, by their counsel, that the sum last mentioned, if it should be decreed by the court hereafter, or by the parties agreed to, that the surplus lands lying within entry 1543, is covered by the contract before referred to, for *324the gross sum named ; the said sum, with interest from this time until it is paid, is the whole amount due the defendant, John W. King, upon said land contract; but it is hereby agreed between the parties, by counsel, that the question whether the said contract covers the surplus in said entry No. 1548, shall be reserved for future decision and determination; and whether the purchase for the sum mentioned in said contract does not entitle the complainants to the surplus land said to be contained in said No. 1548 : and it is hereby agreed by the parties, that the complainants shall now pay to the clerk for the said defendants or counsel, seven hundred and' thirty dollars, part and parcel of the said sum. of one thousand eight hundred and ninety-six dollars and eighty-eight cents, befo're admitted to be due; and that the said complainant shall pay the balance by the next term of this court, or within a reasonable time afterwards. And it is further agreed by the parties, by. their counsel, that the said John W. King, and the other defendants do join, ifit appear necessary, shall execute.to the complainants a good deed with covenants of general warrántry for the land which the complainants shall be entitled to under the contract aforesaid, immediately upon the payment of the purchase money. It is further agreed by the parties, by their counsel, that.the complainants shall pay the cost in the- action of ejéctment brought in this court for the lands named in the bill, and the costs of this suit; to abide the decision of this.court thereon. It is further agreed by the parties, by their counsel, that upon the payment of the whole of the purchase mon.ey which may be due the defendants for said land, then, and in that case, the injunction tobe made perpetual. And, to avoid all dispute, it is the express understanding of the parties, that the whole question concerning the said surplus land is reserved for future decision ; and that all claims for damages, respecting the failure in the title for the tract of three hundred and thirty-three and one-third acres of land, are waived.”

This agreement is somewhat obscurely worded, and its construction not without difficulty. Doubts have been entertained by the court, whether the appellants have not thereby precluded themselves from resisting a specific per*325formance of the contract, on the equitable grounds that might otherwise be set up. We have however come to.the conclusion, that the appellants, as to the surplus land, have reserved to-themselves the right to set'up whatever could have been urged, against the relief sought, as to all the land not conveyed, as if the agreement had not been entered into. And that as to the surplus land, the case is open, and to be considered entirely independent of the agreement.

Some of the leading objects of the agreement appear to have been to settle and fix.thp amount of payments that had been made, and the deduction to be allowed on account of the failure of title co the land patented to Sackville King ; and to ascertain the balance due, which was found to be one thousand eight, hundred and ninety-six dollars and eighty-eight cents, and which by the terms of the agreement is declared to be the whole amount due for the one thousand five hundred and thirty-three and one-third acres: thereby implying, that the consideration agreed to be paid, was for that quantity of land; and that as to that quantity no further dispute existed : but at the same time providing, that if the court should decree that the- surplus land was covered by the contract,-that balance should be deemed the full consideration for the whole. And then adds, “but it is hereby agreed, that-the question whether the said contract covers the surplus land shall be reserved for future decision and determination.” If this had been the only question intended to be reserved,the agreement would have stopped here:, there is no ambiguity thus far, or any necessity for putting the same question In a different shape. But the argument goes on, “and whether the purchase for the sum mentioned in the contract does riot entitle the complainants to the surplus land said to be contained in No. 1548.”

. There would appear to be two distinct questions reserve 1 for future determination. 1. Whether the contract covers the surplus land : and if so, secondly, whether the complain-, ants are now entitled to it, by virtue of their original purchase. If this view of the agreement be correct, the second question reserved must have been intended to leave open all objections to the claims for the surplus lands. If hdwever *326the agreement had stopped here, there might have been serious doubts whether the Question reserved was not, whether the contract covered the surplus land. But the concluding clause in the agreement seems to have been added, to remove all doubts upon the question. “And to avoid all dispute, it is the express understanding of the parties that the whole question concerning the said surplus land is reserved for future decision.” If the only question reserved was, whether the contract covered the surplus land, there was no necessity or fitness in this last provision. That question had been explicitly and in terms reserved; and to superadd to it, that the whole question concerning the surplus was reserved, will admit of no other reasonable construction, than that as it respected such surplus, the case was to stand as if the agreement had not been. made.

This being the construction given by the court to this agreement of the counsel, it remains to inquire whether the complainants in the court' below made out' a case, which, according to the rules which prevail in courts of equity, entitled them to a specific execution of the contract as to the surplus land.

This part of the case has not been much pressed upon the court, and it is difficult to perceive on what grounds it can be sustained. To have .enforced s specific execution of this contract would, at any time and under any circumstances, have been granting a strict legal right against the substantial justice and equity of the case.

To show this, it is only necessary to state some of the leading facts in this case. The contract bears date in the year 1805, and by it all the payments for the land were to be completed in December 1807, on which the title was to have been given. Payment only of a part of the purchase money, and not even to one half the amount, had been made when the bill was filed. No remedy at law therefore ever did exist. The purchaser never was in a situation when he could aver performance of the contract on his part. It is very evident, that no consideration whatever has been given for this surplus land. The price was doubtless estimated by the parties upon the specific number of acres, (although the *327sale was not by the acre), and which at that time was probably supposed to be nearly the quantity of land covered by the patent to King. This however turns out to be otherwise. The surplus is very largé, amounting to more than one-half the number of .acres mentioned in the contract. There áre no grounds for charging either party with any knowledge of this fact. King' manifestly could not have known it, or. it would not have been entirely overlooked in the sale. And Hamilton ought not' to.be charged with a knowledge of it,' without satisfactory .evidence; as it would be imputing to him a gross fraud. It is therefore a case of mutual mistake, or ignorance of an important fact, in relation to the-subject matter of the contract;. and that.contract still executory, and now sought to be enforced as to lands for which no consideration has been paid. It is therefore a ease in which the parties ought to be1 left to their strict legal rights. • .

. The bill alleges that Hamilton, in his life time, made valuable improvements on that part of the land not included in his deed of 1809. When these improvements were made, does not appear. The contract is silent as to the time when the purchaser was entitled in the possession, and the bill does .not allege that possession was taken, or the improver ments made, with the assent of King*; and the answer expressly denies that1 King put Hamilton in possession of any part of the .land except that for which the deed was given in 1809, and alleges that the possession of any other part was without authority, and unlawful.

In 1818, John W. King, one of the appellants, became the purchaser of all the lands not included in the deed of 1809. He was, it is true, a purchaser with notice of the contract between his father and Hamilton, but he also had notice of all the .circumstances with respect to his failure in making payment; and that he had not at that time made payment even for the land which had been conveyed to him.: and no further payments had been made when this bill was filed, or any disposition shown on the part of the appellees to perform the contract on their part: and the bill in this case was not filed until nearly seven years from that time, *328and not until a judgment in ejectment had been obtained,, 'to recover possession of the.land not-covered by the deed of .1809.

All the payments made upon this purchase might well be applied to-the land which has already been conveyed; and was it not for the agreement entered into by the counsel, the complainants in the court below would have had no equitable grounds for asking a specific execution of the contract for any portion of the one thousand five hundred and thirty-three and one-third acres not included in the deed of 1809. But that agreement has put an end to all questions in relation to the residue of the one. thousand five hundred and thirty-three and one-third acres ^leaving the case open, as we understand it,- to-all objections to a specific execution of the contract as to, the surplus land, to the same extent as if the agreement had not been entered into.

f)id this case then, thus made out in the court below, entitle the complainants to a specific execution of the contract as to the surplus land *} , We think it did not, according to the well settled rules of courts of equity on this subject. This branch of the powers of a court-of chanpery is very valuable and important. For in many cases, even where the remedy at law for damages is not lost, complete justice cannot be done without a specific execution ; and it has become almost as much a' matter of course for a court of equity to decree a specific execution of a contract for the purchase of lands, where in its nature and circumstances it is unobjectionable, as it is to give damages at law, where an action will lie for a breach of the contract. But this .power is to be exercised under the sound judicial discretion of the court, with an eye to the substantial justice of the case. When a party comes into a court of chancery, seeking equity, he is bound to do justice, and riot ask the court to become the instrument of iniquity.. Where a contract is hard, and destitute of all equity, the court will leave parties to their remedy at law; and if that has been lost by negligence, they must abide by it. It is a settled rule, therefore, to allow a defendant in a bill for a specific performance, of a contract, to show that it is unreasonable or unconscientious, or founded *329in mistake, or other circumstances, leading satisfactorily to the conclusion, that granting the prayer of the bill would be inequitable and unjust. Gross negligence on the part of the complainant, has great weight in cases of this kind. A party, to entitle himself.to the aid of a court of chancery for the specific execution of a contract, should show himself ready and desirous to perform on his part. ¿These are familiar and well settled rules'in courts of chancery, and have a strong bearing upon this case. If this contract had been carried into execution by giving a conveyance for the land, a court of chancery would not have given relief to the other’ party. But the contract is still executory ; and the complainants, after the lapse of twenty years, seek for the specific execution of a contract which has not been performed on their part, and the execution of which would be manifestly unjust and unequitable.

If this large surplus' of eight hundred and seventy-six acres should be taken as included in the original purchase, it might well be considered a case of gross inadequacy of price.

So far therefore as the immediate rights of the complainants are involved, no equitable claims has been sustained for a specific execution of the contract for the surplus land. It is however alleged in the bill, that sales have taken place, and valuable improvements made upon parts of the land not covered by the deed of 1800. Thiá is not denied in the answer, although it is alleged that such improvements were made without the assent of King. No proofs have been taken with respect to these -improvements. Their value and extent are left altogether uncertain.. But the rights of third persons, who may be bona fide purchasers under Hamilton’s supposed title, may be materially affected by dismissing the bill as to the surplus land. Some diversity of opinion has existed amongst us as to the final decree, on account-of those improvements. We have however come to the conclusion, that the complainants in the court below shall have a decree for the surplus land, at the average rate or price which the consideration mentioned in the contract bears to one thousand eight hundred and sixty-six and two-thirds acres, *330the number of acres specified in the purchasé; together with the interest thereon, from the 25th of December 1807, being the timé at which all the payments were to have been completed, according to the contract. The decree of the circuit court must be so modified.' It should have required payment of. the consideration money before the conveyance was to be given. Such are the terms.of the original contract, and also of the agreement of the 6th' of January 1826.

The decree of the circuit court as to John W. King, must accordingly be reversed, apd affirmed as to the-other defendants in the court below; and the cause sent back with instructions to cause a survey to be made, to ascértain the number'of acres contained in the patent; and that, on payrnent of the balance and interest due according to the settlement made on the 6th of January 1826, and also a further sum for the surplus land above one thousand five hundred and thirty-three and one-third acres, according as the quantity. shall be found on actual survey, at the same average rate or price as in the original coptract, with the interest therefor from the 25th day of December 1807; then the said John W, King to be required to make and execute a good .and sufficient deed of conveyance in fee simple to the complainants in the court below, for all the lands contained in the patent to Elisha King mentioned in the pleadings,- and which have not been already conveyed by the deed of Elisha King, bearing date the 22d of June 1809. .The money to bé paid and the deed executed, at such tjme as the cirpuit court shall direct. The injunction to be continued for such time, and under such modification, as shall be judged necessary by the circuit court for the purposb of carrying this decree into effect.

This causé came on to be heard on the transcript of the. record from the circuit court'of the United «States for the district of Ohio, and Was argued by counsel; on consideration whereof, it is decreed and adjudged by this court, that the judgment of the said circuit court in this cause ,Joe, and. the same is hereby reversed as to John W. King, and that *331the said judgment in this cause be, and the same is hereby affirmed as to the other defendants in the court below. And it is further ordered and adjudged by this court, that this cause be) and the same is hereby remanded to the said circuit court, with instructions to cause a survey to be made, to ascertain the number of acres contained in the patent; and that on payment of the balance and interest due according to the settlement made on the sixth of January in the year of our Lord eighteen' hundred and twenty-six, and also a farther sum for the surplus land above fifteen hundred and thirty-three and one-third acres, according as the quantity shall be found on actual survey, at the same average rate or price, as in the original contract, with the interest therefor from the twenty-fifth of December eighteen hundred and seven; then the said John W. King to be required to make and execute a good and sufficient deed of conveyance, in fee simple, to the complainants in the court below for all the lands contained in the patent to Elisha King, mentioned in the pleadings, and which have not beeri akeady conveyed by the deed of Elisha King,, bearing date the twenty-second of June eightéén. hundred and nine. The money to be paid and the deed executed at such time as the said circuit court shall direct. The injunction to be continued for such time, and under such modification, as shall be judged necessary by the circuit court for the purpose of carrying this decree into effect.

ROSS, Circuit Judge.

The Laclede Gas Company (Laclede), a Missouri corporation, brought this diversity action alleging breach of contract against the Amoco Oil Company (Amoco), a Delaware corporation. It sought relief in the form of a mandatory injunction prohibiting the continuing breach or, in the alternative, damages. The district court held a bench trial on the issues of whether there was a valid, binding contract between the parties and whether, if there was such a contract, Amoco should be enjoined from breaching it. It then ruled that the “contract is invalid due to lack of mutuality” and denied the prayer for injunctive relief. The court made no decision regarding the requested damages. Laclede Gas Co. v. Amoco Oil Co., 385 F.Supp. 1332, 1336 (E.D.Mo.1974). This appeal followed, and we reverse the district court’s judgment.

On September 21, 1970, Midwest Missouri Gas Company (now Laclede), and American Oil Company (now Amoco), the predecessors of the parties to this litigation, entered into a written agreement which was designed to provide central propane gas distribution systems to various residential developments in Jefferson County, Missouri, until such time as natural gas mains were extended into these areas. The agreement contemplated that as individual developments were planned the owners or developers would apply to Laclede for central propane gas systems. If Laclede determined that such a system was appropriate in any given development, it could request Amoco to supply the propane to that specific development. This request was made in the form of a supplemental form letter, as provided in the September 21 agreement; and if Amoco decided to supply the propane, it bound itself to do so by signing this supplemental form.

Once this supplemental form was signed the agreement placed certain duties on both Laclede and Amoco. Basically, Amoco was to “[ijnstall, own, maintain and operate . . . storage and vaporization facilities and any other facilities necessary to provide [it] with the capability of delivering to [Laclede] commercial propane gas suitable for delivery by [Laclede] to its customers’ facilities.” Amoco’s facilities were to be “adequate to provide a continuous supply of commercial propane gas at such times and in such volumes commensurate with [Laclede’s] requirements for meeting the demands reasonably to be anticipated in each Development while this Agreement is in force.” Amoco was deemed to be “the supplier,” while Laclede was “the distributing utility.”

For its part Laclede agreed to “[i]nstall, own, maintain and operate all distribution facilities” from a “point of delivery” which was defined to be “the *36outlet of [Amoco] header piping.” Laclede also promised to pay Amoco “the Wood River Area Posted Price for propane plus four cents per gallon for all amounts of commercial propane gas delivered” to it under the agreement.

Since it was contemplated that the individual propane systems would eventually be converted to natural gas, one paragraph of the agreement provided that Laclede should give Amoco 30 days written notice of this event, after which the agreement would no longer be binding for the converted development.

Another paragraph gave Laclede the right to cancel the agreement. However, this right was expressed in the following language:

This Agreement shall remain in effect for one (1) year following the first delivery of gas by [Amoco] to [Laclede] hereunder. Subject to termination as provided in Paragraph 11 hereof [dealing with conversions to natural gas], this Agreement shall automatically continue in effect for additional periods of one (1) year each unless [Laclede] shall, not less than 30 days prior to the expiration of the initial one (1) year period or any subsequent one (1) year period, give [Amoco] written notice of termination.

There was no provision under which Amoco could cancel the agreement.

For a time the parties operated satisfactorily under this agreement, and some 17 residential subdivisions were brought within it by supplemental letters. However, for various reasons, including conversion to natural gas, the number of developments under the agreement had shrunk to eight by the time of trial. These were all mobile home parks.

During the winter of 1972 — 73 Amoco experienced a shortage of propane and voluntarily placed all of its customers, including Laclede, on an 80% allocation basis, meaning that Laclede would receive only up to 80% of its previous requirements. Laclede objected to this and pushed Amoco to give it 100% of what the developments needed. Some conflict arose over this before the temporary shortage was alleviated.

Then, on April 3, 1973, Amoco notified Laclede that its Wood River Area Posted Price of propane had been increased by three cents per gallon. Laclede objected to this increase also and demanded a full explanation. None was forthcoming. Instead Amoco merely sent a letter dated May 14, 1973, informing Laclede that it was “terminating” the September 21, 1970, agreement effective May 31, 1973. It claimed it had the right to do this because “the Agreement lacks ‘mutuality.’ ”1

The district court felt that the entire controversy turned on whether or not Laclede’s right to “arbitrarily cancel the Agreement” without Amoco having a similar right rendered the contract void “for lack of mutuality” and it resolved this question in the affirmative. We disagree with this conclusion and hold that settled principles of contract law require a reversal.

I.

A bilateral contract is not rendered invalid and unenforceable merely because one party has the right to cancellation while the other does not. There is no necessity “that for each stipulation in a contract binding the one party there must be a corresponding stipulation binding the other.” James B. Berry's Sons Co. v. Monark Gasoline & Oil Co., 32 F.2d 74, 75 (8th Cir. 1929). Accord, Boland v. Shell Oil Co., 71 F.Supp. 649, 651 (E.D.Mo.1947) (Missouri law); Zeppenfeld v. Morgan, 168 S.W.2d 971, 975 (Mo.Ct. App.1943); Banner Creamery Co. v. Judy, 47 S.W.2d 129, 131 (Mo.App.1932).

The important question in the instant case is whether Laclede’s right of *37cancellation rendered all its other promises in the agreement illusory so that there was a complete failure of consideration. This would be the result had Laclede retained the right of immediate cancellation at any time for any reason. 1 S. Williston, Law of Contracts § 104, at 400-401 (3d ed. 1957). However, Professor Williston goes on to note:

Since the courts ... do not favor arbitrary cancellation clauses, the tendency is to interpret even a slight restriction on the exercise of the right of cancellation as constituting such legal detriment as will satisfy the requirement of sufficient consideration; for example, where the reservation of right to cancel is for cause, or by written notice, or after a definite period of notice, or upon the occurrence of some extrinsic event, or is based on some other objective standard.

Id. § 105, at 418-419 (footnotes omitted). Professor Corbin agrees and states simply that when one party has the power to cancel by notice given for some stated period of time, “the contract should never be held to be rendered invalid thereby for lack of ‘mutuality’ or for lack of consideration.” 1A A. Corbin, Corbin on Contracts § 164 at 83 (1963). The law of Missouri appears to be in conformity with this general contract rule that a cancellation clause will invalidate a contract only if its exercise is unrestricted. Phillips Petroleum Co. v. Rau Const. Co., 130 F.2d 499, 501 (8th Cir.), cert. denied, 317 U.S. 685, 63 S.Ct. 260, 87 L.Ed. 549 (1942), (Missouri law); Boland v. Shell Oil Co., supra, 71 F.Supp. at 651 — 652; Bevins v. Harris, 380 S.W.2d 345, 352 (Mo.1964); National Refining Co. v. Cox, 227 Mo.App. 778, 57 S.W.2d 778, 781 (1933).

Here Laclede’s right to terminate was neither arbitrary nor unrestricted. It was limited by the agreement in at least three ways. First, Laclede could not cancel until one year had passed after the first delivery of propane by Amoco. Second, any cancellation could be effective only on the anniversary date of the first delivery under the agreement. Third, Laclede had to give Amoco 30 days written notice of termination. These restrictions on Laclede’s power to cancel clearly bring this case within the rule.

A more difficult issue in this case is whether or not the contract fails for lack of “mutuality of consideration” because Laclede did not expressly bind itself to order all of its propane requirements for the Jefferson County subdivisions from Amoco.

While there is much confusion over the meaning of the terms “mutuality” or “mutuality of obligation” as used by the courts in describing contracts, 1 S. Williston, supra, § 105A, at 420-421; 1A A. Corbin, supra, § 152, at 2-3, our use of this concept here is best described by Professor Williston:

Sometimes the question involved where mutuality is discussed is whether one party to the transaction can by fair implication be regarded as making any promise; but this is simply an inquiry whether there is consideration for the other party’s promise.

1 S. Williston, supra, § 105A, at 423. (Footnote omitted.) As stated by the Missouri Supreme Court:

Mutuality of contract means that an obligation rests upon each party to do or permit to be done something in consideration of the act or promise of the other; that is, neither party is bound unless both are bound.

Aden v. Dalton, 341 Mo. 454, 107 S.W.2d 1070, 1073 (1937), quoting Gillen v. Bayfield, 329 Mo. 681, 46 S.W.2d 571, 575 (1935). (Emphasis supplied.) See Middleton v. Holecroft, 270 S.W.2d 90, 92 (Mo.App.1954).

We are satisfied that, while Laclede did not expressly promise to purchase all the propane requirements for the subdivisions from Amoco, a practical reading of the contract provisions reveals that this was clearly the intent of the parties. In making this determination we are mindful of three pertinent rules of contract law. First, the contract herein *38consisted of both the September 21, 1970, agreement and the supplemental letter agreements, for a contract may be made up of several documents. State ex rel. Foster v. Griffin, 246 S.W.2d 396, 398 (Mo.App.1952). Second, “the consideration for a contract will not be held uncertain if by the application of the usual tests of construction, the court can reasonably discover to what the parties agreed.” Burger v. City of Springfield, 323 S.W.2d 777, 783 (Mo.1959). Finally, “[w]here an agreement is susceptible of two constructions, one of which renders the contract invalid and the other sustains its validity, the latter construction is preferred.” Perbal v. Dazor Manufacturing Corp., 436 S.W.2d 677, 689 (Mo. 1968).

Once Amoco had signed the supplemental letter agreement, thereby making the September 21 agreement applicable to any given Jefferson County development, it was bound to be the propane supplier for that subdivision and to provide a continuous supply of the gas sufficient to meet Laclede’s reasonably anticipated needs for that development. It was to perform these duties until the agreement was cancelled by Laclede or until natural gas distribution was extended to the development.2

For its part, Laclede bound itself to purchase all the propane required by the particular development from Amoco. This commitment was not expressly written out, but it necessarily follows from an intelligent, practical reading of the agreement.

Laclede was to “[ijnstall, own, maintain and operate all distribution facilities from the point of delivery as defined in Paragraph 3(b) . . . .” Paragraph 3(b) provided: “the point of delivery shall be at the outlet of [Amoco] header piping.” Also under Paragraph 3(b) Amoco was to own and operate all the facilities on the bulk side of that header piping. Laclede thus bound itself to buy all its requirements from Amoco by agreeing to attach its distribution lines to Amoco’s header piping; and even if a change of suppliers could be made under the contract, Laclede could not own and operate a separate distribution system hooked up to some other supplier’s propane storage tanks without substantially altering the supply route to its distribution system or making a very substantial investment in its own storage equipment and site. As a practical matter, then, Laclede is bound to buy all the propane it distributes from Amoco in any subdivision to which the supplemental agreement applies and for which the distribution system has been established.

When analyzed in this manner, it can be seen that the contract herein is simply a so-called “requirements contract.” Such contracts are routinely enforced by the courts where, as here, the needs of the purchaser are reasonably foreseeable and the time of performance is reasonably limited. Cold Blast Transp. Co. v. Kansas City Bolt & Nut Co., 114 F. 77, 81 (8th Cir. 1902); Great Eastern Oil Co. v. DeMert & Dougherty, 350 Mo. 535, 166 S.W.2d 490, 493 (1942); Cantrell v. Knight, 72 S.W.2d 196, 199-200 (Mo.Ct. App.1934); 1 S. Williston, supra, § 104A; 1A A. Corbin, supra, § 156.

We conclude that there is mutuality of consideration within the terms of the agreement and hold that there is a valid, binding contract between the parties as to each of the developments for which supplemental letter agreements have been signed.

II.

Since he found that there was no binding contract, the district judge did not have to deal with the question of whether or not to grant the injunction prayed for by Laclede. He simply denied this relief because there was no contract. Laclede Gas Co. v. Amoco Oil Co., supra, 385 F.Supp. at 1336.

Generally the determination of whether or not to order specific per*39formance of a contract lies within the sound discretion of the trial court. Landau v. St. Louis Public Service Co., 364 Mo. 1134, 273 S.W.2d 255, 259 (1954). However, this discretion is, in fact, quite limited; and it is said that when certain equitable rules have been met and the contract is fair and plain “specific performance goes as a matter of right.” Miller v. Coffeen, 365 Mo. 204, 280 S.W.2d 100, 102 (1955), quoting, Berberet v. Myers, 240 Mo. 58, 77, 144 S.W. 824, 830 (1912). (Emphasis omitted.)

With this in mind we have carefully reviewed the very complete record on appeal and conclude that the trial court should grant the injunctive relief prayed. We are satisfied that this case falls within that category in which specific performance should be ordered as a matter of right. See Miller v. Coffeen, supra, 280 S.W.2d at 102.

Amoco contends that four of the requirements for specific performance have not been met. Its claims are: (1) there is no mutuality of remedy in the contract; (2) the remedy of specific performance would be difficult for the court to administer without constant and long-continued supervision; (3) the contract is indefinite and uncertain; and (4) the remedy at law available to Laclede is adequate. The first three contentions have little or no merit and do not detain us for long.

There is simply no requirement in the law that both parties be mutually entitled to the remedy of specific performance in order that one of them be given that remedy by the court. Beets v. Tyler, 365 Mo. 895, 290 S.W.2d 76, 80 (1956); Rice v. Griffith, 349 Mo. 373, 161 S.W.2d 220, 225 (1942).

While a court may refuse to grant specific performance where such a decree would require constant and long-continued court supervision, this is merely a discretionary rule of decision which is frequently ignored when the public interest is involved. See, e. g., Joy v. St. Louis, 138 U.S. 1, 47, 11 S.Ct. 243, 34 L.Ed. 843 (1891); Western Union Telegraph Co. v. Pennsylvania Co., 129 F. 849, 869 (3d Cir. 1904); Municipal Gas Co. v. Lone Star Gas Co., 259 S.W. 684, 690-691 (Tex.Civ.App.1924), aff’d, 117 Tex. 331, 3 S.W.2d 790 (1928).

Here the public interest in providing propane to the retail customers is manifest, while any supervision required will be far from onerous.

Section 370 of the Restatement of Contracts (1932) provides:

Specific enforcement will not be decreed unless the terms of the contract are so expressed that the court can determine with reasonable certainty what is the duty of each party and the conditions under which performance is due.

We believe these criteria have been satisfied here. As discussed in part I of this opinion, as to all developments for which a supplemental agreement has been signed, Amoco is to supply all the propane which is reasonably foreseeably required, while Laclede is to purchase the required propane from Amoco and pay the contract price therefor. The parties have disagreed over what is meant by “Wood River Area Posted Price” in the agreement, but the district court can and should determine with reasonable certainty what the parties intended by this term and should mold its decree, if necessary accordingly.3 Likewise, the fact that the agreement does not have a definite time of duration is not fatal since the evidence established that the last subdivision should be converted to natural gas in 10 to 15 years. This sets a reasonable time limit on performance and the district court can and should mold the final decree to reflect this testimony.

It is axiomatic that specific performance will not be ordered when the party claiming breach of contract has an *40adequate remedy at law. Jamison Coal & Coke Co. v. Goltra, 143 F.2d 889, 894 (8th Cir.), cert. denied, 323 U.S. 769, 65 S.Ct. 122, 89 L.Ed. 615 (1944). This is especially true when the contract involves personal property as distinguished from real estate.

However, in Missouri, as elsewhere, specific performance may be ordered even though personalty is involved in the “proper circumstances.” Mo.Rev. Stat. § 400.2 — 716(1); Restatement of Contracts, supra, § 361. And a remedy at law adequate to defeat the grant of specific performance “must be as certain, prompt, complete, and efficient to attain the ends of justice as a decree of specific performance.” National Marking Mach. Co. v. Triumph Mfg. Co., 13 F.2d 6, 9 (8th Cir. 1926). Accord, Snip v. City of Lamar, 239 Mo.App. 824, 201 S.W.2d 790, 798 (1947).

One of the leading Missouri cases allowing specific performance of a contract relating to personalty because the remedy at law was inadequate is Boeving v. Vandover, 240 Mo.App. 117, 218 S.W.2d 175, 178 (1949). In that case the plaintiff sought specific performance of a contract in which the defendant had promised to sell him an automobile. At that time (near the end of and shortly after World War II) new cars were hard to come by, and the court held that specific performance was a proper remedy since a new car “could not be obtained elsewhere except at considerable expense, trouble or loss, which cannot be estimated in advance.”

We are satisfied that Laclede has brought itself within this practical approach taken by the Missouri courts. As Amoco points out, Laclede has propane immediately available to it under other contracts with other suppliers. And the evidence indicates that at the present time propane is readily available on the open market. However, this analysis ignores the fact that the contract involved in this lawsuit is for a long-term supply of propane to these subdivisions. The other two contracts under which Laclede obtains the gas will remain in force only until March 31, 1977, and April 1, 1981, respectively; and there is no assurance that Laclede will be able to receive any propane under them after that time. Also it is unclear as to whether or not Laclede can use the propane obtained under these contracts to supply the Jefferson County subdivisions, since they were originally entered into to provide Laclede with propane with which to “shave” its natural gas supply during peak demand periods.4 Additionally, there was uncontradicted expert testimony that Laclede probably could not find another supplier of propane willing to enter into a long-term contract such as the Amoco agreement, given the uncertain future of worldwide energy supplies. And, even if Laclede could obtain supplies of propane for the affected developments through its present contracts or newly negotiated ones, it would still face considerable expense and trouble which cannot be estimated in advance in making arrangements for its distribution to the subdivisions.

Specific performance is the proper remedy in this situation, and it should be granted by the district court.5

CONCLUSION

For the foregoing reasons the judgment of the district court is reversed and the cause is remanded for the fashioning of appropriate injunctive relief in the form of a decree of specific performance *41as to those developments for which a supplemental agreement form has been signed by the parties.

BOWNES, Circuit Judge.

All parties have appealed in this diversity contract case which was tried without a jury by the district court.

The plaintiffs are: Triple-A Baseball Club, a Maine limited partnership; Jordan Kobritz, general partner of the limited partnership; and Triple-A Baseball Club of Maine, Inc., another general partner of the limited partnership, all of whose stock is owned by Kobritz. Plaintiffs will be referred to as “the partnership” and/or “Ko-britz,” as the reference requires.

Defendants are Northeastern Baseball, Inc. (NBI), a Pennsylvania nonprofit corporation; the Multi-Purpose Stadium Authority (MPSA) of Lackawanna County, Pennsylvania, a county and state entity; and the International League of Professional Baseball Clubs, Inc., a nonprofit corporation organized under the laws of the State of Virginia. The International League is also a third-party plaintiff.

The focus of the case is the interpretation of a written contract dated September 3, 1986, between the three plaintiffs and NBI. The district court made extensive *216and detailed findings of fact and rulings of law. Triple-A Baseball Club Associates v. Northeastern Baseball, Inc., 655 F.Supp. 513 (D.Me.1987). The crux of the court’s opinion is its ruling that a key phrase in the contract was ambiguous and consequent nullification of the contract based on what it found from extrinsic evidence was the intent of the parties. We think this was error and hold that the plaintiffs and NBI are bound by the terms of the contract.

HOW THE GAME WAS PLAYED

Before we step onto the playing field for this contract case, a little baseball background is necessary. Baseball is organized into Major Leagues and Minor Leagues. There are two leagues within Major League Baseball, the American League and the National League, containing a total of twenty-six Major League teams.

The Minor Leagues of Professional Baseball are organized as members under the National Association of Professional Baseball Leagues. The Minor Leagues have entered into the National Association Agreement with the Major Leagues. The Minor Leagues are divided into four classifications, Triple-A, Double-A, Single-A, and Rookie Leagues.

There are three Triple-A Leagues containing a total of twenty-six teams, one for each Major League team. One of the Triple-A Leagues is the International League, which is governed by a constitution, bylaws and rules.

There are three Double-A Leagues, also containing a total of twenty-six teams, one for each Major League team. One of the Double-A Leagues is the Eastern League, which is governed by bylaws, rules and regulations.

Since the goal of most Minor League players is to play in the Major Leagues and since the Major League teams obtain most of their players from the Minor Leagues, the Major League teams have player development contracts with Triple-A and Double-A teams. The game now begins.

John McGee was a man with a self-imposed mission. Indeed, it could be described as an obsession. He wanted to bring Triple-A Baseball to Scranton, Pennsylvania. But there were two problems. One, Scranton did not have a Triple-A franchise, that is, it did not have a right to have a Triple-A team play there. Such a franchise could be granted only by permission of the International League and the National Association of Professional Baseball Leagues, the governing body of Minor League baseball.1 McGee’s second problem was that Scranton did not have a stadium suitable for Triple-A baseball. McGee, however, was not deterred. He first convinced the county commissioners of Lacka-wanna County, in which Scranton is located, that a municipal corporation ought to be formed to build a stadium that would meet Triple-A requirements; MPSA was formed and McGee became its legal advis- or. At about the same time, McGee and several associates from the Scranton area purchased the Double-A franchise of the Waterbury, Connecticut, Indians that was for sale. It was McGee’s intent, and he so informed the directors of the Eastern League who had to approve the sale, to operate the Indians in Waterbury in 1985 and 1986 and move the team to Scranton in 1987, when the new stadium was completed. McGee made no bones about his ultimate goal of operating a Triple-A team in Scranton. NBI was formed and became the owner of the Waterbury Indians.

In his quest for a Triple-A franchise, McGee, on June 18, 1986, approached Ko-britz who, through the partnership, was the major owner of the Maine Guides, a Triple-A team that played in Old Orchard Beach, Maine. McGee offered to buy the Triple-A franchise and Kobritz indicated an interest in selling. Negotiations continued *217through the summer. On July 30, McGee sent to Kobritz two contract drafts. One draft provided that NBI would buy the Triple-A franchise for $2.4 million, the other that Kobritz individually would buy NBI’s Double-A franchise for $400,000. A check for $100,000 accompanied the drafts. Kobritz did not sign the drafts; he kept the check but did not deposit it. On August 20, Kobritz sent a proposed draft contract to McGee. Kobritz’ proposal was more, complicated than McGee’s because he had some reluctant partners to deal with. In effect, Kobritz proposed that NBI pay $1.2 million to the limited partnership and $800,-000 to the general partners. Kobritz’ proposal also made the transfer of the Triple-A franchise to NBI contingent upon the transfer to the partnership of NBI’s Double-A franchise.

On September 3, 1986, the partnership and NBI signed a contract which was drafted in final form by Kobritz’ attorney. It provides as follows. The partnership agrees to sell its Triple-A franchise to NBI for $2.4 million. NBI agrees to sell its Double-A franchise to the partnership for $400,000. Paragraph 5 of the contract states: “In the event that the Eastern League of Professional Baseball Clubs shall refuse to approve the sale of the Double-A Baseball Franchise to Triple-A, then this Agreement shall continue in full force and effect with the following modifications: ....” The modifications made the purchase price of the Triple-A franchise $2 million payable by a deposit of $100,000 (which Kobritz already had) and $1.9 million at the closing. Paragraphs 6, 7, and 8 made the agreement subject to the approval on or before September 11, 1986, of the board of directors of NBI, the limited partners of the partnership, and the International League. All three approvals were obtained prior to September 11. Paragraph 9 states: “The transfer of the Double-A franchise is subject to the approval of the Eastern League of Professional Baseball Clubs.” Paragraph 10 makes the approvals required under paragraphs 6, 7, and 8 “conditions precedent” and restates them in subparagraphs A, B, and C. It is to be noted here that, in contrast to paragraph 10, paragraph 9 does not make the approval of the sale of the Double-A franchise a condition precedent of the contract. Paragraph 11 set the closing for October 21, 1986, at Portland, Maine. Paragraph 12 provides that at the direction of NBI the partnership “shall sign a Player Development Contract with the Major League team selected” by NBI on or before September 14, 1986. On September 9, 1986, the partnership, at NBI’s direction, signed a Player Development Contract with the “Phillies” of the National League, a Major League team. Paragraph 13 imposed the obligation to sign a player development contract with the Major League team selected by the partnership on NBI. This was not done because, on September 10, 1986, NBI transferred its Double-A franchise to the Eastern League.

On the same day, September 3, and at practically the same time, Kobritz individually and NBI entered into a side agreement. Kobritz handwrote the side agreement while his attorney was making final changes to the main contract. It provided: Both parties agreed “to use their best efforts to obtain Eastern League approval” of the purchase by the partnership of NBI’s Double-A franchise. It was then provided that “if even after using their best efforts the Eastern League failed to approve such sale,” the parties do hereby agree as follows:

1. Seller [NBI] agrees to sell to Buyer [Kobritz] and Buyer agrees to purchase from Seller the Double-A franchise currently owned by Seller for the purchase price of Five Hundred Thousand Dollars ($500,000.00) payable as follows:

Fifty Thousand Dollars ($50,000.00) per year for ten years commencing on September 30, 1987, and continuing on each September 30th thereafter to and including September 30, 1996.

2. Seller and Buyer shall enter into a consulting agreement for a period of ten years, whereby Buyer shall provide services to Seller for such ten year period. Seller shall pay Buyer Fifty Thousand Dollars ($50,000.00) per year commenc*218ing on September 30,. 1987, and continuing on each September 30th thereafter to and including September 30, 1996.

The September 3 handwritten side agreement was superseded by a typewritten agreement between the same two parties, dated and executed on September 4. It contains the same provisions in the same language outlined above but has three additional paragraphs. Paragraph 3 provides:

In the event that the Eastern League denies approval both to the sale of the Double-A franchise to Triple-A Baseball Club Associates and the sale of the Double-A franchise to Buyer, Seller will reduce the amount of Buyer’s consulting agreement by the amount of indemnification damages if Seller is required to pay indemnification damages to the Eastern League in connection with its acquisition of the International League Team. However, in no event shall the amount pursuant to the consulting agreement be reduced below Four Hundred Thousand Dollars ($400,000.00), payable under the same terms as set forth in paragraph 2 above, the first payment commencing on September 30, 1987.

Paragraph 4 makes the agreement contingent upon NBI’s acquisition of the Triple-A franchise pursuant to the terms of the main contract. Paragraph 5 contains the superseding provision.

After being advised by McGee of the proposed sale of the Double-A franchise by NBI to the partnership, the Eastern League took the position that it had territorial franchise rights 2 to the Scranton area and refused to approve the sale. The League insisted that it would not give up its territorial claim to the Scranton area unless NBI transferred its Double-A franchise to the League. As already noted, this transfer was made on September 10, 1986. McGee and his attorney appeared in Portland on the date of the closing prepared to pay Kobritz $1.9 million. He was informed by Kobritz and his attorney that the sale of the Triple-A franchise would not be made. The game then moved to the federal district court.

THE LINEUP

Plaintiffs’ Claims

On October 21, the day following the aborted closing, plaintiffs filed suit in federal district court against NBI asking for a declaratory judgment holding that the contract “has terminated under its own terms because of the failure of certain required conditions to occur....” On November 7, 1986, a complaint was filed by plaintiffs against the International League seeking injunctive and declaratory relief. Amended complaints against both defendants were filed on December 30, 1986.

The action against NBI has four counts. Count I seeks a million dollars in damages for NBI’s alleged repudiation of the contract. Count II alleges breach of contract and damages of one million dollars. As far as we can tell, Counts I and II are essentially the same. Count III alleges that the failure of NBI to convey the Double-A team to the partnership, the failure of NBI to seek the Eastern League’s approval of the transfer in good faith, and the failure of the Eastern League to take the proper action to approve or disapprove the sale of the Double-A team resulted in the termination of the contract “in accordance with its own terms”; no damages were sought under this count. Count IV alleged conversion by NBI of the plaintiffs’ Triple-A franchise; the acts constituting conversion were: improperly stating and acting as though NBI possessed the Triple-A franchise and exercising rights which flow from the ownership of such franchise despite the fact that no transfer of the franchise had occurred. Consequential damages of four million dollars and an injunction were sought if the partnership’s Triple-A team was unable to participate in the 1987 baseball season. We take judicial notice of the fact that this contingency has not occurred. Count V alleged breach of *219the September 4 side agreement, damages of two million dollars were sought.

Plaintiffs’ action against the International League states five counts: I, violation of duty to operate the International League in accordance with its constitution, only in-junctive relief was sought; II, oppression of and breach of fiduciary duty to a League member, four million dollars in damages were sought; III, wrongful removal of Ko-britz as a director of the International League, declaratory and injunctive relief was sought; IV, tortious interference with contractual relations, damages were contingent on the partnership’s Triple-A team being unable to participate in the 1987 baseball season, which did not occur; V, conversion of plaintiff’s Triple-A franchise by the International League in collusion with NBI, four million dollars in damages and injunctive relief were sought.

On January 22,1987, plaintiffs brought a complaint against MPSA alleging conversion and fraudulent transfer of the partnership’s Triple-A franchise.

Defendants’ Counterclaims

NBI’s counterclaim alleges: that it did not repudiate or breach the contract and asked that the Triple-A franchise be conveyed in accord with the terms of the contract (Count I); that the plaintiffs breached the contract, specific performance or damages “in excess of $10,000” were sought (Count II).

The International League brought a counterclaim and a third-party complaint against NBI and MPSA alleging four causes of action. The first sought declaratory relief that NBI and MPSA hold the League harmless from any judgment or award in favor of the plaintiffs against it. The second sought declaratory relief to the effect that any dispute between the partnership and NBI as to the ownership of the Triple-A franchise “is to be exclusively investigated and adjudicated by League, all to the exclusion of judicial intervention.” The third alleged that the partnership, and/or NBI, and/or MPSA had intentionally and/or negligently interfered in the League’s business relationships. Monetary damages in an unspecified amount were sought. In its fourth cause of action, the League claimed that the partnership, and/or NBI, and/or MPSA breached an express or implied contract by failing to comply with the League’s constitution; damages of not less than $10,000 were sought.

THE SEPTEMBER 3 CONTRACT

The Findings and Rulings of the District Court

The district court first ruled that Maine Law “imposes a general duty of good faith on the parties to a contract.” 655 F.Supp. at 536. We think this was correct. See Reid v. Key Bank of Southern Maine, Inc., 821 F.2d 9, 12-15 (1st Cir.1987). The court then found that NBI “acted in good faith throughout the transaction with the Limited Partnership.” 655 F.Supp. at 537. Based on our review of the record, we agree. We now turn to the court’s interpretation of the terms of the contract.

During the trial, the court admitted, de bene, parol and documentary evidence bearing on the intent of Kobritz and McGee as to the contract of September 3 between the partnership and NBI. The court held:

The Court agrees with Plaintiffs that the September 3 main agreement is ambiguous. That agreement provided that if “the Eastern League ... shall refuse to approve the sale” of the Double-A franchise to the Limited Partnership, the agreement remained in full force and effect with the modification that the price of the Triple-A franchise would be reduced from $2.4 million to $2 million. But nowhere does the agreement define the term “refuse to approve the sale”; the parties clearly attach different meanings to this term.

655 F.Supp. at 535. The court then ruled that the evidence admitted de bene was “admissible to show the intent of the parties.” Id. at 536.

Based on its consideration of the extrinsic evidence, the court found that the “only possible basis contemplated by either party for the Eastern League’s refusal to approve the transfer was the existence of *220dissent among Kobritz’ limited partners.” It then went on to find that “[n]either Kobritz nor McGee had any reason to suspect that the Eastern League would refuse to consider the transfer” and that the Eastern League had refused to approve the transfer “without formal consideration of the merits of the transfer.” Id. at 537. The court further found that “an implied-in-fact condition precedent of the September 3 agreement was that the Eastern League would either approve or refuse on the merits to approve the transfer of the Double-A franchise to the Limited Partnership.” (Emphasis added.) The court then held: “Because this implied-in-fact condition precedent did not occur, the agreement terminated by its own terms and the Limited Partnership must return the $100,000 deposit with interest accrued thereon in accordance with paragraph 14 of the agreement.” Id. at 538 (footnote omitted).

Although by rewriting the contract between the parties, the court may have arrived at what it considered a just result, we think it violated the basic principles of contract law.

The Controlling Rules

The parties have stipulated that Maine law controls. In the area of contract law that concerns us, Maine law is similar to that of most jurisdictions. Under Maine law, deciding whether a contract clause is ambiguous is a question of law, Portland Valve, Inc. v. Rockwood Systems Corp., 460 A.2d 1383, 1387 (Me.1983), and, thus, the trial court may be reversed if its decision is erroneous, Hare v. Lumbermens Mutual Casualty Co., 471 A.2d 1041, 1044 (Me.1984). The interpretation of an unambiguous contract is also a matter of law. Century Homes, Inc. v. Plaisted, 412 A.2d 389, 391 (Me.1980) (“ ‘The construction of an unambiguous written contract is a question of law for the Court. An agreement, complete in itself, speaks for itself. Its meaning, the promises it makes and the duties or obligations it imposes, are questions of law for the court.’ ”) (quoting Zamore v. Whitten, 395 A.2d 435, 440 (Me.1978)) (citations omitted); Soper v. St. Regis Paper Co., 411 A.2d 1004, 1006 (Me. 1980); cf. United Truck and Bus Service Company v. Piggott, 543 F.2d 949, 950 (1st Cir.1976) (“If the district court had only construed the written contract itself, its conclusion would be freely reviewable.”) (citations omitted).

The Maine Supreme Judicial Court has described the ambiguity analysis as follows:

The issue of whether contract language is ambiguous is a question of law for the Court. The interpretation of an unambiguous written contract is a question of law for the Court; the interpretation of ambiguous language is a question for the factfinder. The interpretation of an unambiguous writing must be determined from the plain meaning of the language used and from the four comers of the instrument without resort to extrinsic evidence. Once an ambiguity is found then extrinsic evidence may be admitted and considered to show the intention of the parties. Contract language is ambiguous when it is reasonably susceptible of different interpretations.

Portland Valve, 460 A.2d at 1387 (citations omitted). See also City of Augusta v. Quirion, 436 A.2d 388, 392 (Me.1981). Extrinsic evidence should be resorted to only “when the contract language is ambiguous and that ambiguity does not disappear when examined in the context of the other provisions in the instrument.” T-M Oil Co., Inc. v. Pasquale, 388 A.2d 82, 85 (Me.1978). And, “[a] contract need not negate every possible construction of its terms in order to be unambiguous.” Waxler v. Waxler, 458 A.2d 1219, 1224 (Me.1983).

Maine, like most jurisdictions, disapproves of courts rewriting contracts.

Moreover, courts should not rewrite contracts, particularly agreements between two corporations acting at arms length. “We are skeptical, too, that so important a feature [as exclusive selling rights] of the franchise agreement would be so in-felicitously phrased by those as astute as businessmen generally are.” In the absence of any express language or any ambiguous language, which would permit the admission of relevant extrinsic *221evidence, reasonably indicating such a restrictive intent, the court will not lightly import meaning into a contract.

Portland Valve, 460 A.2d at 1388 (quoting Lee v. Flintkote Co., 593 F.2d 1275, 1282 (D.C.Cir.1979) (citations omitted)). See also Aroostook Valley Railroad Co. v. Bangor & Aroostook Railroad Co., 455 A.2d 431, 433 (Me.1983). We have recently commented on this very point:

“It is no appropriate part of judicial business to rewrite contracts freely entered into between sophisticated business entities.” RCI Northeast Services, [822 F.2d at 205]. When the transaction is commercial, the principals practiced and represented by counsel, and the contract itself reasonably clear, it is far wiser for a court to honor the parties’ words than to imply other and further promises out of thin air. We quite agree with Judge Learned Hand that, in business dealings, “it does not in the end promote justice to seek strained interpretations in aid of those who do not protect themselves.” James Baird Co. v. Gimbel Bros., Inc., 64 F.2d 344, 346 (2d Cir.1933).

Mathewson Corp. v. Allied Marine Industries, Inc., 827 F.2d 850, 856 (1st Cir.1987). These principles inform our analysis of the contract.

Applying the Rules

It is to be noted first that the contract was negotiated between two men who were both lawyers and accountants and had pri- or experience with the sale and purchase of Minor League baseball franchises. Neither Kobritz, who was the prime mover for the plaintiffs, nor John McGee, president of NBI, who called the shots for the defendant, were rookies. Both knew how to keep score.

Paragraph 5 is the hinge on which this case swings. It provides: “5. In the event that the Eastern League of Professional Baseball Clubs shall refuse to approve the sale of the Double-A Baseball Franchise to Triple-A, then this Agreement shall continue in full force and effect with the following modifications: _” (Emphasis added.) We do not find the phrase “refuse to approve the sale” ambiguous. Unlike the district court, we think the term is clear and does not need to be defined. The words “refuse to approve” are only susceptible of one meaning; they mean what they say. Examining the clause within the four corners of the contract confirms its unambiguity. Paragraph 9 makes the transfer of the Double-A franchise “subject to the approval” of the Eastern League. This is but a variation on “refuse to approve.” The language, as written, does not qualify or condition the grounds upon which the Eastern League could “refuse to approve” the sale; nor does it set up any formal requirements as to the form or procedure for such a refusal. The term is absolute and unequivocal — if the Eastern League did not approve the sale, the contract was to go ahead, but with altered terms.

The district court held that the parties attached different meanings to the term “refuse to approve.” It then found, based on extrinsic evidence that the term had to be interpreted to mean there was an implied-in-fact condition precedent that the refusal had to be “on the merits.” With due respect, we think that the phrase “on the merits” not only changes the sparse plain language of the contract, but is itself ambiguous. We cannot help but conclude that the court’s interpretation of the contract was influenced by the de bene evidence which, because of the plain meaning of the contract, should have been excluded.

The plaintiffs argue strenuously that the contract was essentially a swap of franchises: “that the AA team was the essential element of consideration provided for Triple-A’s [the partnership’s] conveyance of the AAA franchise to NBI.” Brief at 26. This contention is completely refuted not only by the terms of the contract but by documents that preceded, accompanied and followed its execution. On August 20, Kobritz sent a proposed <? aft of a contract to McGee. Paragraph 12 of this proposed, but not accepted, draft states: “12. The transfer of the Triple-A Baseball franchise is contingent upon receipt of the Double-A Baseball franchise in accordance *222with the terms and conditions of this Agreement.” The executed contract contains no such provision. It does state that “the transfer of the Double-A franchise is subject to the approval of the Eastern League,” but the transfer of the Triple-A franchise was not made contingent upon such approval. Paragraph 8, in contrast, makes the contract “contingent upon the approval” of the International League. Nor was the approval of the Eastern League made a condition precedent, as were the three other occurrences set forth in paragraph 10:

10. The following conditions precedent shall be required:

A. The approval of the Board of Directors of Double-A which approval shall be obtained before September 11, 1986;

B. Approval by the International League of Professional Baseball Clubs on or before September 11, 1986;

C. The approval of the Limited Partners of Triple-A on or before September 11, 1986.

Kobritz clearly knew how and when to use the terms “contingent” and “condition precedent.” We can only conclude that the omission of either from paragraph 9 of the contract was intentional.

The September 3 side agreement which was executed practically simultaneously with the main contract further refutes the partnership’s “swap” argument. Kobritz wrote this agreement himself. He explicitly recognized that Eastern League approval might not be obtained for the transfer of the Double-A franchise but, as in the main contract, this would not be fatal to NBI’s purchase of the Triple-A franchise.

The September 4 side agreement is a further embodiment of the parties’ recognition that a franchise “swap” might not occur and was not an essential ingredient of the main contract. It provided that if the Eastern League failed to approve the transfer of the Double-A franchise to either the partnership or Kobritz, Kobritz was to receive a consulting fee of not less than $400,000. Kobritz did not draft this provision. He did, however, execute the September 4 side agreement after learning that the scheduled September 6 Eastern League meeting to consider the transfer of the Double-A franchise had been cancelled. Kobritz, therefore, must have been aware that League approval was not certain.

Money, not an exchange of franchises, was the motivation for the sale of the Triple-A franchise to NBI. Under the main contract, the partnership was to be paid two million dollars; under the September 4 side agreement, which was assigned to the partnership by Kobritz, it stood to receive an additional $600,000 over a ten-year period.

The final nail in the coffin of plaintiffs’ swap-of-franchise argument is a provision in the document soliciting partnership vote approval of the September 3 contract. This document, dated September 5, was drawn up by Kobritz and specifically provides in paragraph 4: “4. The Limited Partners acknowledge that the sale of the Triple-A Baseball Franchise in the International League of Professional Baseball Clubs owned by Triple-A Baseball Club Associates is not contingent upon the acquisition of the Double-A Baseball Franchise.” (Emphasis added.) There was no swap of franchises provided for in the contract nor did the parties intend that there be one.

The Eastern League refused to approve the transfer of the Double-A franchise. In light of the plain language of the contract, its reasons are irrelevant. The partnership and Kobritz were contractually obligated to transfer the Triple-A franchise to NBI in accord with the terms of the contract.

The next question is the remedy to which NBI is entitled, damages or specific performance. This court can order specific performance even though the district court did not address the issue. See Laclede Gas Co. v. Amoco Oil Co., 522 F.2d 33, 38-40 (8th Cir.1975). As with the other legal issues, the law of Maine on specific performance versus damages is like that of most jurisdictions. The granting of specific performance is a matter of judicial discretion. See, e.g., Dunham v. Hogan, 143 Me. 142, 56 A.2d 550, 551 (1948); Fortin v. Wilensky, 142 Me. 372, 53 A.2d 266, 269 *223(1947); Jenkins Petroleum, Process Co. v. Sinclair Refining Co., 32 F.2d 247, 249 (D.Me.1928), aff'd as modified, 32 F.2d 252 (1st Cir.1929). Specific performance will not be granted unless the terms of the contract are clear enough to enable a court to fashion an appropriate order. See, e.g., Fortin v. Wilensky, 142 Me. 372, 53 A.2d at 269; Jenkins Petroleum Process Co., 32 F.2d at 257 (1st Cir.). Specific performance will not be granted where there exists an adequate remedy at law. See, e.g., McIntyre v. Plummer Associates, 375 A.2d 1083, 1084 (Me.1977). The party seeking specific performance has the burden of showing that it is warranted. Cf. Oullette v. Bolduc, 440 A.2d 1042, 1046 (Me.1982) (party seeking specific performance has burden of showing a meeting of the minds); Dutch v. Scribner, 151 Me. 354, 118 A.2d 887, 888 (1955) (party seeking specific performance has burden of showing fraud or promise). The party seeking specific performance must show an attempt to tender its own full performance, see, e.g., Cobb v. Cougle, 351 A.2d 110, 113 (Me.1976), unless such tender would be futile, see A.L. Brown Construction Co., Inc. v. McGuire, 495 A.2d 794, 797-98 (Me.1985). Contracts for the sale of realty may be specifically enforced. Forbes v. Wells Beach Casino, Inc., 307 A.2d 210, 220 (Me.1973), appeal after remand, 409 A.2d 646 (Me.1979). Maine also allows specific performance on contracts for personalty, in certain circumstances. Northeast Investment Co., Inc. v. Leisure Living Communities, Inc., 351 A.2d 845, 855-56 (Me.1976) (specific performance was appropriate to enforce an oral contract to purchase stock, where the stock had no readily ascertainable market value, was not easily obtainable elsewhere, and was of special interest to the buyer).

We have been unable to find any Maine case deciding whether specific performance is appropriate with respect to the sale of a franchise. The few courts that have addressed this issue have all decided that specific performance was appropriate. See Specific Performance of Agreement for Sale of Private Franchise, 82 A.L.R.3d 1102 (1978).

In DeBauge Brothers, Inc. v. Whitsitt, 512 P.2d 487, 489 (Kan.1973), the Supreme Court of Kansas explained its holding in favor of specific performance:

Plaintiff had no adequate remedy in money damages since the real and personal properties to be conveyed were unique and were not available to plaintiff from any other source.... Franchises are by their very nature unique and exclusive, which is the source of their value to the possessor.

Similarly, a Florida court has stated:

Sale of businesses including franchises and good will have frequently been the subject of specific enforcement in equity. 49 AmJur. 151. Also see Annotation in 152 A.L.R. 4. The reasons advanced decreeing specific enforcement are that franchises and good will of a business or the value of a going business and profits involved cannot be ascertained and the estimation of value .would be so indefinite recovery would not furnish a complete and adequate remedy at law. Chamber of Commerce v. Barton, 195 Ark. 274, 112 S.W. 619; Garbar v. Siegel, 194 Misc. 966, 87 N.Y.S. 597.

Hogan v. Norfleet, 113 So.2d 437, 439 (Fla.Dist.Ct.App.1959). See also Cochrane v. Szpakowski, 49 A.2d 692, 694 (Pa.1946) (sale of restaurant and retail liquor license may be specifically enforced where no suitable substitute exists).

The Restatement (Second) of Contracts (1981) focuses on the adequacy of a remedy at law. Comment c to § 360(b) states:

There are many situations, however, in which no suitable substitute is obtainable, and others in which its procurement would be unreasonably difficult or inconvenient or would impose serious financial burdens or risks on the injured party.... If goods are unique in kind, quality or personal association, the purchase of an equivalent elsewhere may be impracticable, and the buyer’s “inability to cover is strong evidence of” the propriety of granting specific performance. Comment 2 to Uniform Commercial Code § 2-716.

*2245A Corbin on Contracts § 1142 at 117 (1964 & Supp.1982) is to the same effect:

Among the factors to be considered in granting a decree for specific performance, the most important seem to be the following: difficulty and uncertainty in determining the amount of damages to be awarded for the defendant’s breach; ... [and] the insufficiency of money damages to obtain the duplicate or the substantial equivalent of the promised performance, either because the subject matter is unique in character and cannot be duplicated or because the obtaining of a substantial equivalent involves difficulty, delay, and inconvenience....

Although the Uniform Commercial Code, adopted by Maine, is not implicated, we think section 2-716 of the Code is a helpful analogy. It states:

“(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.” Me.Rev.Stat. Ann. tit. 11, § 2-716(1) (1964). The Maine comment to this section states that it is intended to “broaden[] the rule” as compared to its predecessor section in the Uniform Sales Act. The pertinent Uniform Commercial Code comments to this section state:

2. In view of this Article’s emphasis on the commercial feasibility of replacement, a new concept of what are “unique” goods is introduced under this section_ The test of uniqueness under this section must be made in terms of the total situation which characterizes the contract.... However, uniqueness is not the sole basis of the remedy under this section for the relief may also be granted “in other proper circumstances” and the inability to cover is strong evidence of “other proper circumstances”.

The emphasis on ability to “cover” as a major criterion in deciding the appropriateness of specific performance is also found in the leading case of Laclede Gas Co. v. Amoco Oil Co., 522 F.2d at 40, where the court ordered specific performance because, in part, “there was uncontradicted expert testimony that Laclede probably could not find another supplier of propane willing to enter into a long-term contract such as the Amoco agreement....”

We think the facts of this case bring it well within the ambit of the rules requiring specific performance. The contract’s terms are unambiguous; there is no problem in drafting a clear order. NBI showed its ability and willingness to perform on the closing day and presented convincing evidence of its inability to purchase another Triple-A team. The same factors that impelled specific performance of the sale of corporate stock in Northeast Invest. Co., Inc. v. Leisure Liv. Com., Inc., 351 A.2d at 855-56, are present here: the Triple-A franchise has no readily ascertainable market value, it cannot be easily obtained from other sources, and it is of special interest to NBI.

There can be no doubt that what NBI sought, a Triple-A franchise, was unique. Nor can it be gainsaid that money damages, even if ascertained, could not “obtain the duplicate or the substantial equivalent of the promised performance....” 5A Corbin on Contracts § 1142 at 117. The Restatement, Corbin, the Uniform Commercial Code, and the pertinent case law strongly favor specifically enforcing contracts where the subject of the contract is unique and cannot be duplicated.

Plaintiffs argue: (1) the franchise cases are inapposite because NBI already has a (Double-A) franchise, and (2) damages are quantifiable, hence an adequate remedy at law exists. The first argument is way off base. As this case illustrates, there is a significant difference between a Triple-A and Double-A franchise. Triple-A baseball teams, generally speaking, are superi- or in quality to Double-A teams and the caliber of the play is consequently higher. Triple-A is the last rung of the baseball ladder leading to the “Majors.” The difference between a Triple-A and Double-A franchise is evidenced in this case by the dissent in the partnership over the proposed change from a Triple-A to a Double-A team, by the different stadium requirements of the two Leagues, and especially by the dramatic difference in price for the two teams set in the contract. That *225NBI has a Double-A franchise is simply not relevant. As to damages, Plaintiffs only offer an amount for the year 1987, based on the difference in profits between a Triple-A team and a Double-A team for that year. This formulation does not take into account the difference in location or facilities. Nor do plaintiffs discuss how to measure future lost profits or how to compensate NBI for any added expenses it will incur in obtaining a Triple-A team in the future — assuming one becomes available for purchase.

We have considered plaintiffs’ other arguments on this issue and find them without merit.

THE SEPTEMBER 4 SIDE AGREEMENT

The side agreement provides that NBI and Kobritz will use “their best efforts” to obtain Eastern League approval of the purchase by the partnership of NBI’s Double-A franchise. Although the side agreement is less than clear and does not particularly describe its relationship to the September 3 main agreement, its net effect appears to be to provide for alternate solutions to the Double-A franchise problem. If, despite NBI’s and Kobritz’ best efforts, the League failed to approve a sale to the partnership, then Kobritz would undertake to purchase the franchise for $500,000 and NBI would pay Kobritz a consulting fee of $500,000 (paragraphs 1 and 2). The third paragraph then provides that if the Eastern League fails to approve the sale to either the partnership or to Kobritz, Kobritz will, nevertheless, receive a consulting fee of $500,000, payable in $50,000 annual installments.

Since the district court had nullified the September 3 contract because of the failure of an implied condition precedent, it consistently held that this “excused NBI’s duty to perform the obligations created by the September 4 side agreement and Plaintiffs cannot recover on that agreement.” 655 F.Supp. at 540. The court also found the side agreement ambiguous because “it refers to ‘best efforts to obtain Eastern League approval’ and to the possibility that ‘the Eastern League shall fail to approve the purchase’ or may ‘den[y] approval.’ ” Id. at 536. Although recognizing that it was not required to do so, the court, nevertheless, found that “NBI did not use its best efforts to obtain Eastern League approval of the transfer.” Id. at 540. Despite the fact that, under the agreement, the use of “best efforts” was imposed on both parties, the court made no findings as to what efforts, if any, Kobritz made.

We turn to the case law to determine what requirements “best efforts” imposes. We first note that the “best efforts” standard has been held to be equivalent to that of good faith. In construing a “best effort” obligation under the.Maine Uniform Commercial Code, § 2-306, we stated:

We recognize that the good faith obligation is not the same for a requirements contract and an exclusive dealing contract. Under a requirements contract the obligation is to use good faith in determining requirements. The good faith obligation under an exclusive dealing contract is for the seller to use “best efforts to supply the goods and the buyer to use best efforts to promote the sale.” See Kubik v. J. & R. Foods of Oregon, Inc., 282 Or. 179, 577 P.2d 518, 520 (1978).

Gestetner Corporation v. Case Equipment Company, 815 F.2d 806, 811 (1st Cir.1987). In Western Geophysical Co. of America, Inc. v. Bolt Associates, Inc., 584 F.2d 1164, 1171 (2d Cir.1978), the court interpreted the phrase “to use its best efforts to promote worldwide licensing and use” as requiring “active exploitation in good faith.” We have been unable to find any case in which a court found, as here, that a party acted in good faith but did not use its best efforts.

The standard, whether it is expressed in terms of good faith or best efforts, cannot be defined in terms of a fixed formula; it varies with the facts and the field of law involved. In a case involving the use of “best efforts” to register stock with the Securities and Exchange Commission, the Second Circuit stated: “Due to the nature of the securities business and the vagaries *226of the SEC, registration can never be guaranteed, but in the usual case a ‘best efforts’ clause is as close to a guarantee of registration as any careful seller is willing to give.” Lipsky v. Commonwealth United Corporation, 551 F.2d 887, 896 (2d Cir.1976). The Second Circuit has also held that “best efforts” does not strip the promising party of its “right to give reasonable consideration to its own interests.” Bloor v. Falstaff Brewing Corporation, 601 F.2d 609, 614 (2d Cir.1979).

Breach of a “best efforts” duty has been found where the promisor ceased performance, United Roasters, Inc. v. Colgate-Palmolive Co., 649 F.2d 985, 990 (4th Cir.1981), cert. denied, 454 U.S. 1054, 102 S.Ct. 599, 70 L.Ed.2d 590 (1981), or engaged in a number of misfeasances and nonfeasances. Bloor v. Falstaff Brewing Corp., 601 F.2d at 614. But where the promisor encountered difficult problems in carrying out the terms of the contract, no breach of the “best efforts” clause was found. Western Geophysical Co. v. Bolt Associates, 584 F.2d at 1171-72.

We now turn to the “best efforts” facts, relying mainly on the findings of the district court.

The main obstacle to approval of the transfer was that if the Eastern League agreed to permit NBI to “elevate” (leave the Double-A League and join the Triple-A League), it would lose both the NBI club and the territory in which the club played. The NBI Double-A team had originally played in Waterbury, Connecticut, but was to move to Scranton in 1987. There was a dispute as to whether the Eastern League had any territorial rights in Scranton. The Eastern League maintained that it did and must be compensated for its loss. McGee was aware of the Eastern League’s position on July 15, 1985. On that date, an indemnification committee was formed to make recommendations on what indemnification to seek if NBI elevated; McGee was appointed one of the members. When McGee informed Charles Eshbach, president of the Eastern League, on August 29, 1986, that NBI had made a tentative agreement with the partnership and Kobritz, Eshbach told McGee the committee would have to consider the indemnification issue. McGee then resigned from the committee because of the conflict of interest and another member was appointed in his place. At this time, Kobritz also called Eshbach, who told Kobritz that he would call a special meeting, probably on September 6, at which Kobritz could make a presentation to the League and the League would then vote on transfer.

Both the International League and the National Association (the governing body of Minor League baseball) also rendered informal opinions on the Scranton territorial issue. International League president Harold Cooper indicated to McGee at the end of August that, in his view, Scranton was open territory. John Johnson, president of the National Association, was of the contrary opinion. McGee telephoned Johnson on September 8 and was informed that he did not believe that special action would be required to make Scranton an Eastern League territory. Johnson further told McGee that he was sure authority to force relinquishment of the Double-A franchise to the Eastern League could be found in the National Association Agreement. According to McGee, Johnson made it clear that he was judge and jury on the issue.

On September 4, the Eastern League Indemnification Committee met by conference call. The members were unanimously opposed to permitting NBI, by now considered a Scranton club, to elevate to Triple-A; they were reluctant to lose the new stadium that was to be built as well as the territory itself. The members determined that only if NBI relinquished its Double-A franchise to the Eastern League as indemnification for the League’s loss would the League approve elevation. Relinquishment as indemnification had never before been required.

McGee was advised of the committee’s decision on September 6. By September 7, Eshbach had obtained approval of the relinquishment condition from all Eastern League directors. McGee countered with two offers: (1) $250,000 and an agreement not to dispute that Scranton was Eastern *227League territory or the amount of indemnification, or (2) an agreement to permit the National Association to determine the territorial rights regarding Scranton but not the amount of the indemnification, and to pay the Eastern League $100,000 regardless of whether Scranton were found to be Eastern League territory. Eshbach reported this offer to the Indemnification Committee on September 8. The committee instructed Eshbach to advise McGee the Eastern League’s position was not negotiable.

McGee met with Eshbach on September 8 and offered to discuss other alternatives to relinquishment. This offer was rejected. He also asked whether the Eastern League would approve the Double-A transfer if the National Association were to determine Scranton was not Eastern League territory. Eshbach replied that he could not guarantee such approval since other locations were more attractive than Maine to the Eastern League.

On August 31, McGee had been informed by Cooper, president of the International League, that the League would not approve the Triple-A franchise transfer to NBI if a dispute with the Eastern League was pending. McGee also faced two other obstacles: (1) in order to obtain the public financing to purchase the Triple-A franchise, it was necessary to furnish an opinion letter that no litigation was pending against NBI; and (2) the need to sign a player development contract between the Triple-A Maine Guides and the Major League Philadelphia Phillies as soon as possible.

On September 9, prior to the meeting of the International League, McGee telephoned Eshbach and agreed to release NBI’s Double-A franchise to the Eastern League. McGee then informed Kobritz of the relinquishment and said he would attempt to make a cash settlement. McGee explained to Kobritz that he had agreed to relinquish the franchise in order to get Scranton open in time for the International League meeting.

Kobritz and McGee both attended the International League meeting. Nothing was said at the meeting by either about the relinquishment of NBI’s Double-A franchise to the Eastern League. The International League formally approved the assignment of the partnership’s Triple-A franchise to MPSA. The transfer to MPSA rather than NBI was at McGee’s specific request.

The facts, no matter how interpreted, point to one indisputable conclusion: Ko-britz made little effort3 to obtain Eastern League approval of the transfer of the Double-A franchise to the partnership. We need not, however, decide, as NBI urges, that this estops the plaintiffs from asserting a “best efforts” violation by NBI. We think that the court applied an imper-missibly high “best efforts” standard to McGee’s attempt to obtain approval of the franchise transfer.

The court found that McGee did use his best efforts to induce the Eastern League to accept a cash settlement, but held that he did not use his best efforts “to negate the other factors that led him to relinquish the franchise.” 655 F.Supp. at 540.

The court found McGee should have inquired more fully how the Eastern League directors felt about the merits of the transfer to Maine, requested an extension of the closing date to obtain time to seek formal National Association review of the issue of the Eastern League’s rights in Scranton, examined the National Association Agreement to determine whether relinquishment could actually be forced as indemnification, or sought conditional International League approval of the transfer of the Triple-A franchise to NBI. Id. at 541-42. This ignores the time constraints facing McGee and the unanimous position of the Board of Directors that its relinquishment demand and refusal to approve the transfer of the franchise was “not negotiable.”

We accept the court’s findings as to what actually occurred, but we reject as clearly erroneous its speculation as to what other *228steps McGee should have taken. We have found no cases, and none have been cited, holding that “best efforts” means every conceivable effort, which is the import of the district court’s ruling on this issue.

We hold, applying the proper standard, that McGee did use his “best efforts” to obtain approval of the franchise transfer. Although, as has already been pointed out, Kobritz made little effort, we do not think this is sufficient for finding a breach of the agreement by Kobritz. There are two reasons for our conclusion. First, McGee accepted without objection the burden of attempting to obtain Eastern League approval. Second, NBI has not asked that the September 4 side agreement be cancelled. Kobritz, therefore, has a consulting contract with NBI for $500,000 payable in ten annual installments of $50,000 each.4

THE OTHER ISSUES

Two other issues are raised by the plaintiffs as appellants, conversion and a claim for damages against the International League. The plaintiffs claim that NBI and MPSA converted their property by exercising the rights and privileges of membership in the International League without a conveyance. Plaintiffs also argue that they are entitled to damages from the International League because of its failure to act in accordance with its constitution.

Because of our prior findings and rulings, these issues are no longer viable. We are constrained to add that, if we had to reach these issues on the merits, we would affirm the findings and rulings of the district court.

CONCLUSION

We reverse the district court on the September 3 and September 4 contracts and uphold both.

A specific performance decree shall issue from the district court ordering that, upon payment of two million dollars, Triple-A Baseball Club Associates shall forthwith convey all of its right, title and ownership in its baseball franchise in the International League to Northeastern Baseball, Inc. If there have been any changes in ownership of the Triple-A franchise since the inception of this case, the decree shall be worded so as to reflect such changes.

The first payment under the September 4 contract shall be made at the same time as the International League franchise is transferred to Northeastern Baseball, Inc., which shall be the starting date for the annual payments.

The following Judgment Order shall issue:

Judgment for Northeastern Baseball, Inc., in the actions against it by plaintiffs.

Judgment for Multi-Purpose Stadium Authority in the action against it by plaintiffs.

Judgment for Northeastern Baseball, Inc., on its counterclaim for specific performance against plaintiffs.

Judgment for the International League in the action against it by plaintiffs.

The cross-claims of the International League against Northeastern Baseball, Inc., and Multi-Purpose Stadium Authority seeking contribution and indemnification are dismissed as moot.

Reversed in Part, Affirmed in Part. Remanded for an entry of a specific performance decree in conformity mth this opinion.

Costs awarded to Northeastern Baseball, Inc.

No costs in the actions against and for International League of Professional Baseball Clubs.