MEMORANDUM

Goodwest Rubber Corp. v. Munoz ISSUES

Whether the price designation of fair market value is enough to require specific performance of a contract? RULE Specific performance may be used when the contract involves something unique and money damages are not appropriate. APPLICATION Neither law nor equity requires that every term and condition of an agreement be set forth in the contract. Option agreements have generally been held or recognized to be sufficiently definite as to price to justify their enforcement if either a specific price is provided in the agreement or a practicable mode is provided for the court to determine price without any new expression by the parties themselves. CONCLUSION The modern trend of the law is to favor the enforcement of contracts, to lean against their unenforceability because of uncertainty, and to carry out the intentions of the parties if this can feasibly be done. Neither law nor equity requires that every term and condition of an agreement be set forth in the contract." (Goodwest Rubber Corp. v. Munoz (1985) 170 Cal.App.3d 919, 921.)'If the parties have concluded a transaction in which it appears that they intend to make a contract, the court should not frustrate their intention if it is possible to reach a fair and just result, even though this requires a choice among conflicting meanings and the filling of some gaps that the parties have left.

MEMORANDUM

Hoffman v Red Owl Stores FACTUAL BACKGROUND Plaintiff (Hoffman) entered into a franchise agreement with defendant (Red Owl Stores, Inc.) to set up a grocery supermarket. Plaintiff informed defendant that he only had $18,000 capital and defendant assured plaintiff that this would be sufficient to "set him up in a Red Owl agency store." Relying on the promise, plaintiff sold his business and incurred expenses in establishing an agency store. Defendant then changed the terms of the deal, eventually requiring $34,000 in capital. Plaintiff then told defendant he could not go along with the proposal and terminated the negotiations between the parties.

ISSUES

Does promissory estoppel require that, aside from the lack of consideration, the promise sued upon must be able to sustain a cause of action under a breach of contract? 2) Once promissory estoppel is applied, to what remedy is the plaintiff entitled? RULE No. Promissory estoppel does not require that the promise sued upon, aside from the lack of consideration, must be able to sustain a cause of action under a breach of contract. 2) Once promissory estoppel is applied damages should be those designed to prevent injustice, not to enforce the promises made. APPLICATION The court finds that there was reliance and that the promise must be enforced in order to prevent injustice.For a finding of promissory estoppel, the requirements are: a promise which the promissor should reasonably expect to induce action or forbearance of a definite and substantial character, that the promise did induce such action or forbearance, and whether injustice can be avoided only by enforcement of the promise.

CONCLUSION

At the time Hoffman bought the equipment and inventory of the small grocery store he did so in order to gain experience in the grocery store business.. Thus Hoffman made this purchase more or less as a temporary experiment. Justice does not require that the damages awarded him, because of selling these assets at the behest of defendants, should exceed any actual loss sustained measured by the difference between the sales price and the fair market value.