■SurmiVAN, J.

In the district court of Lancaster county the plaintiff Katie Scothorn recovered judgment against the defend*54ant Andrew D. Ricketts, as executor of the last will and testament of John C. Ricketts, deceased. The action was based upon a promissory note, of which the following is a copy:

“May the first, 1891. I promise to pay to Katie Scothorn on demand, $2,000, to be at 6 per cent per annum. J. 0. Ricketts.”

In the petition the plaintiff alleges that the consideration for the execution of the note 'was that she should surrender her employment as bookkeeper for Mayer Bros, and cease to work for a living. She also alleges that the note was given to induce her to abandon her occupation, and that, relying on it, and on the annual interest, as a means of support, she gave up the employment in which she Avas then engaged. These allegations of the petition are denied by the executor. The material facts are undisputed. They are as folloAA’-s: John C. Ricketts, the maker of the note, was the grandfather of the plaintiff. Early in May, — presumably on the day the note bears date, — he called on her at the store where she was working. What transpired between them is thus described by Mr. Plodene, one of the plaintiff’s Avitnesses:

A. Well the old gentleman came in there one morning about 9 o’clock, — probably a little before or a little after, but early in the morning, — and he unbuttoned his vest and took out a piece of paper in the shape of- a note; that is the Avay it looked to me; and he says to Miss Scothorn, “I lmve fixed out something that you have not got to work any more.” He says, “None o.f my grandchildren work and you don’t have to.”

Q. Where Avas she?

A. She took the piece of paper and kissed him; and kissed the old gentleman and commenced to cry.

It seems Miss Scothorn immediately notified her employer- of her intention to quit work and that' she ■ did soon after abandon her occupation. The mother of the plaintiff Avas a Avitness and testified that she had a eonAowsation with her father, Mr, Ricketts, shortly after the *55note was executed in which he informed her that he had given the note to the plaintiff to enable her to quit work; that none of his grandchildren worked and he did not think she ought to. For something more than a year the plaintiff was without an occupation; but in September, 1892, with the consent of her grandfather, and by his assistance, she secured a position as bookkeeper with Messrs. Funke & Ogden. On June 8, 1894, Mr. Ricketts died. He had paid one year’s interest on the note, and a short time before his death expressed regret that he had not been able to pay the balance. In the summer or fall of 1892 he stated to his daughter, Mrs. Scothorn, that if he could sell his farm in Ohio he would pay the note out of the proceeds. I-Ie at no time repudiated the obligation. We quite agree with counsel for the defendant that upon this evidence there was nothing to submit to the jury, and that a verdict should have been directed peremptorily for one of the parties. The testimony of Flodene and Mrs. Scothorn, taken together, conclusively establishes the fact that the note was not given in consideration of the plaintiff pursuing, or agreeing to pursue, any particular line of conduct. There was no promise on the part of the plaintiff to do or refrain from doing anything. Her right to the money promised in the note was not made to depend upon an abandonment of her employ-, ment with Mayer Bros, and future abstention from like service. Mr. Ricketts made no condition, requirement, or request. He exacted no quid pro quo. He gave the note as a gratuity and looked for nothing in return. So far as the evidence discloses, it was his purpose to place the plaintiff in a position of independence where she could work or remain idle as she might choose. The abandonment by Miss Scothorn of her position as bookkeeper was altogether voluntary. It was not an act done in fulfillment of any contract obligation assumed when she accepted the note. The instrument in suit being-given without any valuable consideration, was nothing-more than .a promise to make a gift ip the future of the *56sum of money therein named.’ Ordinarily, such promises are not enforceable even when put in the form of a promissory note. (Kirkpatrick v. Taylor, 43 Ill. 207; Phelps v. Phelps, 28 Barb. [N. Y.] 121; Johnston v. driest, 85 Ind. 503; Fink v. Cox, 18 Johns. [N. Y.] 145.) But it has often been held that an action on a note given to a church, college, or other like institution, upon the faith of which money has been expended or obligations incui’red, could not be successfully defended on the ground of a want of consideration. (Barnes v. Perine, 12 N. Y. 18; Philomath College v. Hartless, 6 Ore. 158; Thompson v. Mercer County, 40 Ill. 379; Invin v. Lombard University, 56 O. St. 9.) In this class of cases the note in suit is nearly always spoken of as a gift or donation, but the decision is generally put on the ground that the expenditure of money or assumption of liability by the donee, on the faith of the promise, constitutes a valuable and sufficient consideration. It seems to us that the true reason is the preclusion of the defendant; under the doctrine of estoppel, to deny the consideration. Such seems to be the view of the matter taken by the supreme court of Iowa in the case of Simpson Centenary College v. Tuttle, 71 Ia. 596, where Rothrock, J., speaking for the court, said: “Where a note, however, is based on a promise to give for the support of the objects referred to, it may still be open to this defense [want of consideration], unless it shall appear that the donee has, prior to any revocation, entered into engagements or made expenditures based on such promise, so that he must suffer loss or injury if the note is not paid. This is based on the equitable principle that, after allowing the donee to incur obligations on the- faith that' the note would be paid, the donor would be estopped from pleading want of consideration.” And in the case of Reimensnyder v. Gans, 110 Pa. St. 17, 2 Atl. Rep. 425, which was an action on a note given as a donation to a charitable object, the court said: “The fact is that, as we may see from the case of Ryerss v. Trustees, 33 Pq. St. 114, a contract pf the kind here iip *57volved is enforceable ratlier by way of estoppel than on the ground of consideration in the original undertaking.” It has been held that a note given in expectation of the payee performing certain services, but without any contract binding him to serve, will not support an action. (Hulse v. Hulse, 84 Eng. Com. Law 709.) But when the payee changes his position to his disadvantage, in reliance on the promise, a right of action does arise. (McClure v. Wilson, 43 Ill. 356; Trustees v. Garvey, 53 Ill. 401.)

Under the circumstances of this case is there an equitable estoppel which ought to preclude the defendant from alleging that the note in controversy is lacking in one of the essential elements of a valid contract? We think there is. An estoppel in puis is defined to be “a right arising from acts, admissions, or conduct which have induced a change of position in accordance with the real or apparent intention of the party against whom they are alleged.” Mr. Pomeroy has formulated the following definition: “Equitable estoppel is the effect of the voluntary conduct of a party whereby he is absolutely precluded, both at law and in equity, from asserting rights which might perhaps have otherwise existed, either of property, or contract; or of remedy, as against another person who in good faith relied upon such conduct, and has been led thereby to change his position for the worse, and Avho on his part acquires some corresponding right either of property, of contract, or of remedy.” (2 Pomeroy, Equity Jurisprudence 804.)

According to the undisputed proof, as shoAvn byctherecord before us, the plaintiff was a working girl, holding a position in Avliich she earned a scalar,^vof $10 per week. Her grandfather, desiring tq^putyher in a position of independence, gave her the note, accompanying it with the remark that his other grandchildren did not work, and that she would not be obliged to work any longer. In effect .he., suggested that she might abandon her employment and rely in the future upon the bounty Avhich he promised, He, doubtless, desired that she should give *58up her occupation, but whether he did or not, it is entirely certain that he contemplated such action on her part as a reasonable and probable consequence of his gift. Having intentionally influenced the plaintiff to alter her position for the worse on the faith of the note being paid when due, it would be grossly inequitable to permit the maker, or his executor, to resist payment on the ground that the promise was given without consideration. The petition charges the elements of an equitable estoppel, and the evidence conclusively establishes them. If errors intervened at the trial they could not have been prejudicial. A verdict for the defendant would be unwarranted. The judgment is right and is

Affirmed.

OPINION

SHEA, Justice.

The defendant employer, Plantations Steel Company (Plantations), appeals from *1093a Superior Court judgment for the plaintiff employee, Edward J. Hayes (Hayes). The trial justice, sitting without a jury, found that Plantations was obligated to Hayes on the basis of an implied-in-fact contract to pay him a yearly pension of $5,000. The award covered three years in which payment had not been made. The trial justice ruled, also, that Hayes had made a sufficient showing of detrimental reliance upon Plantations’s promise to pay to give rise to its obligation based on the theory of promissory estoppel. The trial justice, however, found in part for Plantations in ruling that the payments to Hayes were not governed by the Employee Retirement Income Security Act, 29 U.S.C.A. §§ 1001-1461 (West 1975), and consequently he was not entitled to attorney’s fees under § 1132(g) of that act. Both parties have appealed.

We reverse the findings of the trial justice regarding Plantations’s contractual obligation to pay Hayes a pension. Consequently we need not deal with the cross-appeal concerning the award of attorney’s fees under the federal statute.

Plantations is a closely held Rhode Island corporation engaged in the manufacture of steel reinforcing rods for use in concrete construction. The company was founded by Hugo R. Mainelli, Sr., and Alexander A. DiMartino. A dispute between their two families in 1976 and 1977 left the DiMartinos in full control of the corporation. Hayes was an employee of the corporation from 1947 until his retirement in 1972 at age of sixty-five. He began with Plantations as an “estimator and draftsman” and ended his career as general manager, a position of considerable responsibility. Starting in January 1973 and continuing until January 1976, Hayes received the annual sum of $5,000 from Plantations. Hayes instituted this action in December 1977, after the then company management refused to make any further payments.

Hayes testified that in January 1972 he announced his intention to retire the following July, after twenty-five years of continuous service. He decided to retire because he had worked continuously for fifty-one years. He stated, however, that he would not have retired had he not expected to receive a pension. After he stopped working for Plantations, he sought no other employment.

Approximately one week before his actual retirement Hayes spoke with Hugo R. Mainelli, Jr., who was then an officer and a stockholder of Plantations. This conversation was the first and only one concerning payments of a pension to Hayes during retirement. Mainelli said that the company “would take care” of him. There was no mention of a sum of money or a percentage of salary that Hayes would receive. There was no formal authorization for payments by Plantations’s shareholders and/or board of directors. Indeed, there was never any formal provision for a pension plan for any employee other than for unionized employees, who benefit from an arrangement through their union. The plaintiff was not a union member.

Mr. Mainelli, Jr., testified that his father, Hugo R. Mainelli, Sr., had authorized the first payment “as a token of appreciation for the many years of [Hayes’s] service.” Furthermore, “it was implied that that check would continue on an annual basis.” Mainelli also testified that it was his “personal intention” that the payments would continue for “as long as I was around.”

Mainelli testified that after Hayes’s retirement, he would visit the premises each year to say hello and renew old acquaintances. During the course of his visits, Hayes would thank Mainelli for the previous check and ask how long it would continue so that he could plan an orderly retirement.

The payments were discontinued after 1976. At that time a succession of several poor business years plus the stockholders’ dispute, resulting in the takeover by the DiMartino family, contributed to the decision to stop the payments.

The trial justice ruled that Plantations owed Hayes his annual sum of $5,000 for the years 1977 through 1979. The ruling implied that barring bankruptcy or the cessation of business for any other reason, *1094Hayes had a right to expect continued annual payments.

The trial justice found that Hugo Mainel-li, Jr.’s statement that Hayes would be taken care of after his retirement was a promise. Although no sum of money was mentioned in 1972, the four annual payments of $5,000 established that otherwise unspecified term of the contract. The trial justice also found that Hayes supplied consideration for the promise by voluntarily retiring, because he was under no obligation to do so. From the words and conduct of the parties and from the surrounding circumstances, the trial justice concluded that there existed an implied contract obligating the company to pay a pension to Hayes for life. The trial justice made a further finding that even if Hayes had not truly bargained for a pension by voluntarily retiring, he had nevertheless incurred the detriment of foregoing other employment in reliance upon the company’s promise. He specifically held that Hayes’s retirement was in response to the promise and held also that Hayes refrained from seeking other employment in further reliance thereon.

The findings of fact of a trial justice sitting without a jury are entitled to great weight when reviewed by this court. His findings will not be disturbed unless it can be shown that they are clearly wrong or that the trial justice misconceived or overlooked material evidence. Lisi v. Marra, R.I., 424 A.2d 1052 (1981); Raheb v. Lemenski, 115 R.I. 576, 350 A.2d 397 (1976). After careful review of the record, however, we conclude that the trial justice’s findings and conclusions must be reversed.

Assuming for the purpose of this discussion that Plantations in legal effect made a promise to Hayes, we must ask whether Hayes did supply the required consideration that would make the promise binding? And, if Hayes did not supply consideration, was his alleged reliance sufficiently induced by the promise to estop defendant from denying its obligation to him? We answer both questions in the negative.

We turn first to the problem of consideration. The facts at bar do not present the case of an express contract. As the trial justice stated, the existence of a contract in this case must be determined from all the circumstances of the parties’ conduct and words. Although words were expressed initially in the remark that Hayes “would be taken care of,” any contract in this case would be more in the nature of an implied contract. Certainly the statement of Hugo Mainelli, Jr., standing alone is not an expression of a direct and definite promise to pay Hayes a pension. Though we are analyzing an implied contract, nevertheless we must address the question of consideration.

Contracts implied in fact require the element of consideration to support them as is required in express contracts. The only difference between the two is the manner in which the parties manifest their assent. J. Koury Steel Erectors, Inc. v. San-Vel Concrete Corp., R.I., 387 A.2d 694 (1978); Bailey v. West, 105 R.I. 61, 249 A.2d 414 (1969). In this jurisdiction, consideration consists either in some right, interest, or benefit accruing to one party or some forbearance, detriment, or responsibility given, suffered, or undertaken by the other. See Dockery v. Greenfield, 86 R.I. 464, 136 A.2d 682 (1957); Darcey v. Darcey, 29 R.I. 384, 71 A. 595 (1909). Valid consideration furthermore must be bargained for. It must induce the return act or promise. To be valid, therefore, the purported consideration must not have been delivered before a promise is executed, that is, given without reference to the promise. Plowman v. Indian Refining Co., 20 F.Supp. 1 (E.D.Ill.1937). Consideration is therefore a test of the enforceability of executory promises, Angel v. Murray, 113 R.I. 482, 322 A.2d 630 (1974), and has no legal effect when rendered in the past and apart from an alleged exchange in the present. Zanturjian v. Boornazian, 25 R.I. 151, 55 A. 199 (1903).

In the case before us, Plantations’s promise to pay Hayes a pension is quite clearly not supported by any consideration supplied by Hayes. Hayes had announced his intent to retire well in advance of any promise, and therefore the intention to *1095retire was arrived at without regard to any promise by Plantations. Although Hayes may have had in mind the receipt of a pension when he first informed Plantations, his expectation was not based on any statement made to him or on any conduct of the company officer relative to him in January 1972. In deciding to retire, Hayes acted on his own initiative. Hayes’s long years of dedicated service also is legally insufficient because his service too was rendered without being induced by Plantations’s promise. See Plowman v. Indian Refining Co., supra.

Clearly then this is not a case in which Plantations’s promise was meant to induce Hayes to refrain from retiring when he could have chosen to do so in return for further service. 1 Williston on Contracts, § 130B (3d ed., Jaeger 1957). Nor was the promise made to encourage long service from the start of his employment. Weesner v. Electric Power Board of Chattanooga, 48 Tenn.App. 178, 344 S.W.2d 766 (1961). Instead, the testimony establishes that Plantations’s promise was intended “as a token of appreciation for [Hayes’s] many years of service.” As such it was in the nature of a gratuity paid to Hayes for as long as the company chose. In Spickelmier Industries, Inc. v. Passander, 172 Ind.App. 49, 359 N.E.2d 563 (1977), an employer’s promise to an employee to pay him a year-end bonus was unenforceable because it was made after the employee had performed his contractual responsibilities for that year.

The plaintiff’s most relevant citations are still inapposite to the present case. Bredemann v. Vaughan Mfg. Co., 40 Ill.App.2d 232, 188 N.E.2d 746 (1963), presents similar yet distinguishable facts. There, the appellate court reversed a summary judgment granted to the defendant employer, stating that a genuine issue of material fact existed regarding whether the plaintiff’s retirement was in consideration of her employer’s promise to pay her a lifetime pension. As in the present case, the employer made the promise one week prior to the employee’s retirement, and in almost the same words. However, Bredemann is distinguishable because the court characterized that promise as a concrete offer to pay if she would retire immediately. In fact, the defendant wanted her to retire. Id. 188 N.E.2d at 749. On the contrary, Plantations in this case did not actively seek Hayes’s retirement. DiMartino, one of Plantations’s founders, testified that he did not want Hayes to retire. Unlike Bredemann, here Hayes announced his unsolicited intent to retire.

Hayes also argues that the work he performed during the week between the promise and the date of his retirement constituted sufficient consideration to support the promise. He relies on Ulmann v. Sunset-McKee Co., 221 F.2d 128 (9th Cir. 1955), in which the court ruled that work performed during the one-week period of the employee’s notice of impending retirement constituted consideration for the employer’s offer of a pension that the employee had solicited some months previously. But there the court stated that its prime reason for upholding the agreement was that sufficient consideration existed in the employee’s consent not to compete with his employer. These circumstances do not appear in our case. Hayes left his employment because he no longer desired to work. He was not contemplating other job offers or considering going into competition with Plantations. Although Plantations did not want Hayes to leave, it did not try to deter him, nor did it seek to prevent Hayes from engaging in other activity.

Hayes argues in the alternative that even if Plantations’s promise was not the product of an exchange, its duty is grounded properly in the theory of promissory estoppel. This court adopted the theory of promissory estoppel in East Providence Credit Union v. Geremia, 103 R.I. 597, 601, 239 A.2d 725, 727 (1968) (quoting 1 Restatement Contracts § 90 at 110 (1932)) stating:

“A promise which the promisor should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the promisee and which does induce such action or forbear-*1096anee is binding if injustice can be avoided only by enforcement of its promise.”

In East Providence Credit Union this court said that the doctrine of promissory estoppel is invoked “as a substitute for a consideration, rendering a gratuitous promise enforceable as a contract.” Id. To restate the matter differently, “the acts of reliance by the promisee to his detriment [provide] a substitute for consideration.” Id.

Hayes urges that in the absence of a bargained-for promise the facts require application of the doctrine of promissory es-toppel. He stresses that he retired voluntarily while expecting to receive a pension. He would not have otherwise retired. Nor did he seek other employment.

We disagree with this contention largely for the reasons already stated. One of the essential elements of the doctrine of promissory estoppel is that the promise must induce the promisee’s action or forbearance. The particular act in this regard is plaintiff’s decision whether or not to retire. As we stated earlier, the record indicates that he made the decision on his own initiative. In other words, the conversation between Hayes and Mainelli which occurred a week before Hayes left his employment cannot be said to have induced his decision to leave. He had reached that decision long before.

An example taken from the restatement provides a meaningful contrast:

“2. A promises B to pay him an annuity during B’s life. B thereupon resigns profitable employment, as A expected that he might. B receives the annuity for some years, in the meantime becoming disqualified from again obtaining good employment. A’s promise is binding.” (Emphasis added.) 1 Restatement Contracts § 90 at 111 (1932).

In Feinberg v. Pfeiffer Co., 322 S.W.2d 163 (Mo.App.1959), the plaintiff-employee had worked for her employer for nearly forty years. The defendant corporation’s board of directors resolved, in view of her long years of service, to obligate itself to pay “retirement privileges” to her. The resolution did not require the plaintiff to retire. Instead, the decision whether and when to retire remained entirely her own. The board then informed her of its resolution. The plaintiff worked for eighteen months more before retiring. She sued the corporation when it reduced her monthly checks seven years later. The court held that a pension contract existed between the parties. Although continued employment was not a consideration to her receipt of retirement benefits, the court found sufficient reliance on the part of the plaintiff to support her claim. The court based its decision upon the above restatement example, that is, the defendant informed the plaintiff of its plan, and the plaintiff in reliance thereon, retired. Feinberg presents factors that also appear in the case at bar. There, the plaintiff had worked many years and desired to retire; she would not have left had she not been able to rely on a pension; and once retired, she sought no other employment.

However, the important distinction between Feinberg and the case before us is that in Feinberg the employer’s decision definitely shaped the thinking of the plaintiff. In this case the promise did not. It is not reasonable to infer from the facts that Hugo R. Mainelli, Jr., expected retirement to result from his conversation with Hayes. Hayes had given notice of his intention seven months previously. Here there was thus no inducement to retire which would satisfy the demands of § 90 of the restatement. Nor can it be said that Hayes’s refraining from other employment was “action or forbearance of a definite and substantial character.” The underlying assumption of Hayes’s initial decision to retire was that upon leaving the defendant’s employ, he would no longer work. It is impossible to say that he changed his position any more so because of what Mainelli had told him in light of his own initial decision. These circumstances do not lead to a conclusion that injustice can be avoided only by enforcement of Plantations’s promise. *1097Hayes received $20,000 over the course of four years. He inquired each year about whether he could expect a check for the following year. Obviously, there was no absolute certainty on his part that the pension would continue. Furthermore, in the face of his uncertainty, the mere fact that payment for several years did occur is insufficient by itself to meet the requirements of reliance under the doctrine of promissory estoppel.

For the foregoing reasons, the defendant’s appeal is sustained and the judgment of the Superior Court is reversed. The papers of the case are remanded to the Superior Court.

JUSTICE HEIPLE

delivered the opinion of the court:

This is a suit for declaratory judgment. It arose out of an agreement between the widow of the widely published author, John Cheever, and Academy Chicago Publishers. Contact between the parties began in 1987 when the publisher approached Mrs. Cheever about the possibility of publishing a collection of Mr. Cheever’s short stories which, though previously published, had never been collected into a single anthology. In August *27of that year, a publishing agreement was signed which provided, in pertinent part:

“Agreement made this 15th day of August 1987, between Academy Chicago Publishers or any affiliated entity or imprint (hereinafter referred to as the Publisher) and Mary W. Cheever and Franklin H. Dennis of the USA (hereinafter referred to as Author).

Whereas the parties are desirous of publishing and having published a certain work or works, tentatively titled The Uncollected Stories of John Cheever (hereinafter referred to as the Work):

* * *

2. The Author will deliver to the Publisher on a mutually agreeable date one copy of the manuscript of the Work as finally arranged by the editor and satisfactory to the Publisher in form and content.

* * *

5. Within a reasonable time and a mutually agreeable date after delivery of the final revised manuscript, the Publisher will publish the Work at its own expense, in such style and manner and at such price as it deems best, and will keep the Work in print as long as it deems it expedient; but it will not be responsible for delays caused by circumstances beyond its control.”

Academy and its editor, Franklin Dennis, assumed the task of locating and procuring the uncollected stories and delivering them to Mrs. Cheever. Mrs. Cheever and Mr. Dennis received partial advances for manuscript preparation. By the end of 1987, Academy had located and delivered more than 60 uncollected stories to Mrs. Cheever. Shortly thereafter, Mrs. Cheever informed Academy in writing that she objected to the publication of the book and attempted to return her advance.

Academy filed suit in the circuit court of Cook County in February 1988, seeking a declaratory judgment: (1) granting Academy the exclusive right to pub*28lish the tentatively titled, “The Uncollected Stories of John Cheever”; (2) designating Franklin Dennis as the book’s editor; and (3) obligating Mrs. Cheever to deliver the manuscript from which the work was to be published. The trial court entered an order declaring, inter alia: (1) that the publishing agreement executed by the parties was valid and enforceable; (2) that Mrs. Cheever was entitled to select the short stories to be included in the manuscript for publication; (3) that Mrs. Cheever would comply with her obligations of good faith and fair dealing if she delivered a manuscript including at least 10 to 15 stories totaling at least 140 pages; (4) Academy controlled the design and format of the work to be published, but control must be exercised in cooperation with Mrs. Cheever.

Academy appealed the trial court’s order, challenging particularly the declaration regarding the minimum story and page numbers for Mrs. Cheever’s compliance with the publishing agreement, and the declaration that Academy must consult with defendant on all matters of publication of the manuscript.

The appellate court affirmed the decision of the trial court with respect to the validity and enforceability of the publishing agreement and the minimum story and page number requirements for Mrs. Cheever’s compliance with same. The appellate court reversed the trial court’s declaration regarding control of publication, stating that the trial court erred in considering extrinsic evidence to interpret the agreement regarding control of the publication, given the explicit language of the agreement granting exclusive control to Academy. (200 Ill. App. 3d 677.) Appeal is taken in this court pursuant to Supreme Court Rule 315(a) (134 Ill. 2d R. 315(a)).

The parties raise several issues on appeal; this matter, however, is one of contract and we confine our dis*29cussion to the issue of the validity and enforceability of the publishing agreement.

While the trial court and the appellate court agreed that the publishing agreement constitutes a valid and enforceable contract, we cannot concur. The principles of contract state that in order for a valid contract to be formed, an “offer must be so definite as to its material terms or require such definite terms in the acceptance that the promises and performances to be rendered by each party are reasonably certain.” (1 Williston, Contracts §§38 through 48 (3d ed. 1957); 1 Corbin, Contracts §§95 through 100 (1963).) Although the parties may have had and manifested the intent to make a contract, if the content of their agreement is unduly uncertain and indefinite no contract is formed. 1 Williston §37; 1 Corbin §95.

The pertinent language of this agreement lacks the definite and certain essential terms required for the formation of an enforceable contract. (Midland Hotel Corp. v. Reuben H. Donnelley Corp. (1987), 118 Ill. 2d 306.) A contract “is sufficiently definite and certain to be enforceable if the court is enabled from the terms and provisions thereof, under proper rules of construction and applicable principles of equity, to ascertain what the parties have agreed to do.” (Morey v. Hoffman (1957), 12 Ill. 2d 125.) The provisions of the subject publishing agreement do not provide the court with a means of determining the intent of the parties.

Trial testimony reveals that a major source of controversy between the parties is the length and content of the proposed book. The agreement sheds no light on the minimum or maximum number of stories or pages necessary for publication of the collection, nor is there any implicit language from which we can glean the intentions of the parties with respect to this essential contract term. The publishing agreement is similarly si*30lent with respect to who will decide which stories will be included in the collection. Other omissions, ambiguities, unresolved essential terms and illusory terms are: No date certain for delivery of the manuscript. No definition of the criteria which would render the manuscript satisfactory to the publisher either as to form or content. No date certain as to when publication will occur. No certainty as to style or manner in which the book will be published nor is there any indication as to the price at which such book will be sold, or the length of time publication shall continue, all of which terms are left to the sole discretion of the publisher.

A contract may be enforced even though some contract terms may be missing or left to be agreed upon, but if the essential terms are so uncertain that there is no basis for deciding whether the agreement has been kept or broken, there is no contract. (Champaign National Bank v. Landers Seed Co. (1988), 165 Ill. App. 3d 1090; Restatement (Second) of Contracts §33 (1981).) Without setting forth adequate terms for compliance, the publishing agreement provides no basis for determining when breach has occurred, and, therefore, is not a valid and enforceable contract.

An enforceable contract must include a meeting of the minds or mutual assent as to the terms of the contract. (Midland Hotel, 118 Ill. 2d at 313.) It is not compelling that the parties share a subjective understanding as to the terms of the contract; the parties’ conduct may indicate an agreement to the terms of same. (Steinberg v. Chicago Medical School (1977), 69 Ill. 2d 320.) In the instant case, however, no mutual assent has been illustrated. The parties did not and do not share a common understanding of the essential terms of the publishing agreement.

In rendering its judgment, the trial court supplied minimum terms for Mrs. Cheever’s compliance, includ*31ing story and page numbers. It is not uncommon for a court to supply a missing material term, as the reasonable conclusion often is that the parties intended that the term be supplied by implication. However, where the subject matter of the contract has not been decided upon and there is no standard available for reasonable implication, courts ordinarily refuse to supply the missing term. (1 Williston §42; 1 Corbin §100.) No suitable standard was available for the trial court to apply. It is our opinion that the trial court incorrectly supplied minimum compliance terms to the publishing agreement, as the agreement did not constitute a valid and enforceable contract to begin with. As noted above, the publishing agreement contains major unresolved uncertainties. It is not the role of the court to rewrite the contract and spell out essential elements not included therein.

In light of our decision that there was no valid and enforceable contract between the parties, we need not address other issues raised on appeal. For the foregoing reasons, the decisions of the trial and appellate courts in this declaratory judgment action are reversed.

Reversed.

JUSTICES CLARK and FREEMAN took no part in the consideration or decision of this opinion.

SUMMARY ORDER

ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment and order of the district court be and hereby is AFFIRMED IN PART and VACATED IN PART.

Plaintiff B. Lewis Productions appeals from a grant of summary judgment entered by the Southern District of New York (Michael B. Mukasey, Chief Judge) dismissing its claims against poet Maya Angelou for breach of fiduciary duty in connection with a joint venture agreement and breach of the implied covenant of good faith and fair dealing, and dismissing its related claims against Hallmark Cards, Inc. Defendant Angelou cross-appeals the grant of summary judgment against her on her counterclaims of fraud and unilateral mistake against B. Lewis Productions and Butch Lewis. Because the district court considered only whether the letter agreement underlying this dispute created a joint venture or could be interpreted as an exclusive agency agreement, we vacate in part the grant of summary judgment and remand for further proceedings consistent with this order. We also note that, on remand, the plaintiff should be permitted to amend its complaint to include a plea for recovery based in quantum meruit.

In November of 1994, the poet Maya Angelou — after some negotiations pursued by her friend Robert W. Brown — signed a letter agreement (the “Letter Agreement”) that purported to create a joint venture between her and B. Lewis Productions, an entity founded by the former prize fighter Butch Lewis. Pursuant to this agreement, B. Lewis Productions approached several *296card distributors about potential placement of Angelou’s works. Hallmark Cards expressed interest in pursuing a relationship and B. Lewis Productions began negotiating on Angelou’s behalf. Because B. Lewis Productions refused to show the purported joint venture agreement to the Hallmark representatives, the latter insisted upon receiving other proof that the company was, in fact, authorized to negotiate for Angelou. On June 16, 1996, Angelou herself signed a missive to Hallmark stating that “This will confirm that Butch Lewis Productions, Inc. (BLP) has the exclusive right to represent Dr. Maya Angelou for the exploitation of her work product in the area of greeting cards, stationery, calendars, etc as per the contract executed by BLP and Dr. Angelou dated November 22, 1994 which is still in full force and effect.” Letter of Maya Angelou and B. Lewis Productions to Hallmark Cards, Inc. (June 19,1996).

B. Lewis Productions and Hallmark subsequently produced a draft license agreement, which specified that it would last from March 1, 1997 to December 31, 2000, and would have provided Angelou with a $50,000 non-refundable advance. Angelou, however, upon being apprised of the situation, insisted that other concerns, including her son’s illness and her long-standing relationship with Random House, prevented her from entering into the arrangement at that time. Her view of Butch Lewis himself also appears to have soured during this period, after an alleged embarrassing incident at a reception in Las Vegas, and Angelou claims to have verbally informed Lewis that she no longer wished to pursue a business relationship with him.

In 1999, another individual at Hallmark was apprised by a third party that Angelou might, in fact, be interested in pursuing a relationship with the card company. Although this person knew of the earlier contacts with B. Lewis Productions, she did not attempt to work through B. Lewis Productions, stating instead that “dealing with Lewis had caused ‘a tidal wave of angst.’ ” A plan was developed according to which Hallmark would not have to deal with B. Lewis Productions; as a result, Angelou sent a letter to Butch Lewis on June 16, 1999, terminating their relationship. In June 2000, after further negotiations, Angelou finally entered into a licensing agreement with Hallmark, which guarantees her an advance of one million dollars and a sliding scale of licensing fees.

On January 22, 2001, B. Lewis Productions filed suit in the Southern District of New York against both Angelou and Hallmark Cards, alleging, against Angelou, breach of fiduciary duty arising out of the supposed joint venture agreement, and breach of the implied obligation of good faith and fair dealing contained in the Letter Agreement. The plaintiff also alleged, against Hallmark, tortious interference with contract and aiding and abetting a breach of fiduciary duty. The plaintiff requested damages in the amount of $10,000,000 from both Angelou and Hallmark. Angelou counterclaimed, alleging fraud and unilateral mistake against Butch Lewis and B. Lewis Productions on the theory that Butch Lewis had misled her into believing that Robert Brown had approved the Letter Agreement.

The district court granted summary judgment on all claims, determining that the Letter Agreement lacked certain terms essential to creating a joint venture under either New York or North Carolina law, and, therefore, that B. Lewis Productions’ suits against both Angelou and Hallmark must fail. The court below also held that the facts could not support Angelou’s counterclaims for fraud and unilateral mistake because, given the plain language of *297the agreement, any reliance on Butch Lewis’s alleged misrepresentations was not reasonable. This appeal followed.

In an appeal from a district court’s grant of summary judgment, we review “the record de novo to determine whether genuine issues of material fact exist requiring a trial.” Morales v. Quintel Entm’t, Inc., 249 F.3d 115, 121 (2d Cir. 2001). We will affirm only “if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law.” Metro. Life Ins. Co. v. Bigelow, 283 F.3d 436, 440 (2d Cir.2002).

We hold, largely for the reasons stated by the district court, that the Letter Agreement did not, in fact, create a joint venture, and, by extension, B. Lewis Productions cannot recover against Hallmark on a theory of substantial assistance in breach of fiduciary duty. We also concur in the district court’s determination that Angelou’s reliance on the representations that she claims Butch Lewis made about the letter agreement were not justifiable, as a matter of law, and her counterclaims of fraud and unilateral mistake must therefore also fail.

The district court did not, however, consider whether the Letter Agreement formed a contract other than a formal joint venture or exclusive agency agreement. The New York courts, at least, have indicated in other contexts that parties are not limited by the label they used in describing their agreement. See City of New York v. Penn. R.R. Co., 37 N.Y.2d 298, 372 N.Y.S.2d 56, 333 N.E.2d 361, 362 (1975); Richmond Children’s Ctr., Inc. v. Fireman’s Fund Ins. Cos., 128 A.D.2d 849, 513 N.Y.S.2d 769, 770 (1987).1 B. Lewis Productions never explicitly argued on the motion for summary judgment that the Letter Agreement should be enforced as a simple contract if found unenforceable as a joint venture. The parties, however, addressed the issue of whether the Letter Agreement was too indefinite to be enforced as any kind of contractual obligation, and the district court considered whether the purported joint venture agreement could alternatively be construed as an exclusive agency contract. The issue of enforcing the Letter Agreement as a form of contract other than a joint venture was thus sufficiently raised below. See Ford v. Bernard Fineson Dev. Ctr., 81 F.3d 304, 307 (2d Cir.1996) (allowing appellant to raise a new legal argument concerning an issue that was considered by the district court); see also United States v. Graham, 257 F.3d 143, 151 n. 4 (2d Cir.2001) (quoting Ford and noting that discretion to entertain a new argument lies with the Court of Appeals). Because the district court did not consider whether the Letter Agreement could be construed as a simple bilateral contract, we remand for consideration of this issue. The parties should raise in the first instance with the district court whether, as a matter of law and fact, the Letter Agreement can be read as a simple contract despite its failure to establish a joint venture. We also reinstate the derivative cause of action for tortious interference with contract against Hallmark.

The defendants further argue, as they did below, that the Letter Agreement does not fulfill the requirements of a contract, because its terms are too indefinite. Although we have previously stated that, “If essential terms of an agreement are omitted or are phrased in too indefinite a manner, no legally enforceable contract will *298result,” Brookhaven Hous. Coalition v. Solomon, 583 F.2d 584, 593 (2d Cir.1978), we are cautious about applying this rule to invalidate contracts, and have also noted that:

An agreement need not spell out all details of the bargain in order to be enforceable. Even if the parties have left some terms of their agreement indefinite, a court may enforce the agreement if it has means of giving content to the indefinite terms, or if those terms are not material to the bargain.

United States v. Bedford Assocs., 657 F.2d 1300, 1310 (2d Cir.1981) (internal citations omitted). On remand, the district court should consider whether, if the Letter Agreement can be construed as a simple bilateral contract, its terms were sufficiently definite to form such a contract.

The plaintiff also might have an argument that it is entitled to reasonable compensation, even in the absence of a contract. B. Lewis Productions performed its obligation pursuant to the putative contract by negotiating with and securing a draft agreement with Hallmark, and Angelou’s own letter to Hallmark confirmed his authority to do so. Angelou subsequently signed a very lucrative licensing agreement with the same card company. These circumstances arguably suggest that B. Lewis Productions might be entitled to damages on a quantum meruit theory of recovery, somewhat analogous to a finder’s fee for developing what turned out to be a valuable business opportunity for Angelou. See Tesser v. Allboro Equip. Co., 302 A.D.2d 589, 756 N.Y.S.2d 253, 254 (2003) (“To state a cause of action to recover in quantum meruit, the plaintiff must allege (1) the performance of services in good faith, (2) the acceptance of the services by the person to whom they are rendered, (3) an expectation of compensation therefor, and (4) the reasonable value of the services allegedly rendered.”). On remand, the plaintiff may amend its complaint to assert a claim for quantum meruit, if it so chooses. See Lamar Adver. of Penn, LLC v. Town of Orchard Park, 356 F.3d 365, 380 (2d Cir.2004) (providing for potential amendment of the complaint on remand). However, we express no view as to whether any quantum meruit recovery would be warranted.

The judgment and order of the district court is therefore AFFIRMED IN PART and VACATED IN PART and the case is remanded to the district court for further proceedings.