Patel

[EDITORS' NOTE: THIS OPINION IS DEPUBLISHED UPON GRANTING OF PETITION FOR REVIEW. THE OPINION APPEARS BELOW WITH A GRAY BACKGROUND.] [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 375 [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 376 [EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 377 OPINION Plaintiff Sunil Patel (Patel) sued defendants Morris Liebermensch, Zita Liebermensch and the Liebermensch Family Partnership, L.P. (Liebermensch), to allege entitlement to specific performance of an option contract for plaintiff to purchase from defendants and for defendants to sell to plaintiff certain residential property, which plaintiff was leasing from defendants. (Civ. Code, § 3390 ; all further statutory references are to the Civil Code unless otherwise indicated.) Patel alleged that he exercised the option contract, entered into at the same time as his lease, in a manner that was within the terms of the option,…

This case has suffered two derailments. The trial court incorrectly submitted an issue of contract interpretation to the jury, but ultimately reached the correct result. Now, the majority concludes that the terms of the option contract between Morris Liebermensch, Zita Liebermensch and the Liebermensch Family Partnership, L.P. (Liebermensch), and Sunil Patel (Patel) are too uncertain to enforce. I respectfully dissent. "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 [ 216 Cal.Rptr. 604 .) "`[I]f 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. [Fn. omitted.]' [Citation.]" ( Okun v. Morton…

Plaintiff Sunil Patel (Patel) sued defendants Morris Liebermensch, Zita Liebermensch and the Liebermensch Family Partnership, L.P. (Liebermensch), to allege entitlement to specific performance of an option contract for plaintiff to purchase from defendants and for defendants to sell to plaintiff certain residential property, which plaintiff was leasing from defendants. (Civ.Code, § 3390; all further statutory references are to the Civil Code unless otherwise indicated.) Patel alleged that he exercised the option contract, entered into at the same time as his lease, in a manner that was within the terms of the option, and that the terms of the option contract to buy the property were sufficiently certain to be enforced. In response, Liebermensch filed an unlawful detainer complaint that the trial court consolidated (later dismissed). ( Liebermensch v. Patel (Super. Ct. San Diego, 2004, No. UC315333) (the unlawful detainer action).) Liebermensch argued no meeting of the minds ever occurred, or the option had expired upon Patel's requests for different terms of sale, and in any case, it was not exercised according to its terms.

In pretrial proceedings, a demurrer was…