DRATFIELD v. GIBSON GREETINGS, INC

The parties' correspondence and the surrounding circumstances establish that they did not intend to be bound until their agreement was reduced to writing and formally executed (Brown Bros. Elec. Contrs. v. Beam Constr. Corp., 41 N.Y.2d 397; Scheck v. Francis, 26 N.Y.2d 466, 469-470). Although neither party expressly reserved the right not to be bound prior to the execution of the signed contract, the language used in both of defendant's March letters establishes an intention to be bound only after a formal signing (see, Municipal Consultants Publishers, Inc. v. Town of Ramapo, 47 N.Y.2d 144; Zucker v. Katz, 836 F. Supp. 137, 144).

THIS CONSTITUTES THE DECISION AND ORDER OF SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.