Okun

This litigation arises out of a dispute over the interpretation of an agreement between Milton Okun (plaintiff) and Peter Morton (defendant) which, at its inception, contemplated the development of a restaurant and commercial enterprise known as the Hard Rock Cafe (also Hard Rock). Although the venture proved highly successful, the parties found themselves at odds concerning provisions in the contract covering the exploitation of future business opportunities.

As a result, plaintiff initiated this action for specific performance, declaratory relief, and damages. Alleging that the disputed portion of the agreement was too vague to be enforceable, defendant cross-complained for recision, damages, and other forms of equitable relief. Following a nonjury trial, the court granted plaintiff specific performance and awarded him a total of $354,325 in damages for fraud, breach of contract, and tortious breach of contract. The judgment as rendered also specified the manner in which the parties were to share in all business opportunities utilizing the Hard Rock name and format. This appeal by defendant follows.

Plaintiff first met defendant when the two were residing in England…