Larwin-Southern California, Inc. v. JGB Investment Co.

Larwin-Southern California, Inc. (plaintiff) filed an action seeking declaratory relief and specific performance against JOB Investment Company, Inc. and A. C. Nejedly (defendants). The controversy leading to this litigation arose when defendants contracted in writing to sell to plaintiff a certain parcel of land but then failed to go through with the transaction. As a consequence of that failure, plaintiff alleged in its complaint that defendants had materially breached the contract and then demanded the equitable relief noted above.

After plaintiff filed its complaint, defendants demurred, and such demurrer was sustained without leave to amend. The trial court, in sustaining the demurrer, ruled that the contract was unenforceable because it was defective in two respects: (1) the contract lacked mutuality of obligation; and (2) its material terms were ambiguous and uncertain. Plaintiff appealed from the judgment of dismissal. For the reasons explained below, we reverse the judgment.

Facts

Summarizing the key allegations of the complaint, in early June of 1977, plaintiff as vendee and defendants as vendors entered into a written contract for the sale of real property…