Store Properties, Inc. v. Neal

72 Cal.App.2d 112 (1945)

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Nature of the Case

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Facts

D made a proposal to lease property to P. The term was to be for 99 years with rent at $750.00 monthly for the first 15 years of the lease; $800.00 monthly for the following 10 years; $850.00 monthly for the following 24 years; $1,000.00 monthly for the following 50 years. It was a net lease with P paying all taxes, assessments, insurance, and maintenance. P was to place in trust or escrow the sum of $30,000.00 as a guarantee that P will make building improvements or alterations at a total cost of not less than $30,000.00. D was to deposit with Coldwell, Banker & Company the sum of $5,000.00 as evidence of good faith. If a lease upon the above terms and conditions has not been executed within thirty days from date hereof, both parties reserved the right at any time thereafter, but prior to the execution of such a lease, to terminate this offer and the above sum of $5,000.00 shall be returned to the lessee upon demand. The proposal was to become null and void unless accepted in writing by the lessee on or before 12 o'clock noon October 23d, 1944. P wrote back on October 20, 1944, stating: “We agree to enter into a lease on the above-described property on the terms as set forth above.” P paid a deposit of $5,000 and agreed to pay the $30,000. A lease was never executed. P sued D for specific performance under the premise that the offer and acceptance of the proposal constituted a valid, binding contract. D contends that the proposal itself is indefinite and as such is not an enforcible contract. An agreement cannot be specifically enforced if its terms are not sufficiently certain to make the precise act which is to be done clearly ascertainable.