Al-Husry

This appeal arises from a judgment for the prospective buyers, Abdul Karim Al-Husry and his son Ghassan Al-Husry (collectively the Al-Husrys, or the buyers), of a minimarket business—including the real property on which the market was located, and an off-sale liquor license for the business, together with the liquor inventory—against the prospective sellers, Nilsen Farms Mini-Market, Inc., David Nilsen, and Bernice Nilsen (collectively the Nilsens, or the sellers.)

The trial court in its statement of decision found that the sellers breached the purchase and sale agreement by failing to execute amended escrow instructions which the buyers proposed on May 12,1986 (proposed amended instructions) after the Department of Alcoholic Beverage Control (ABC) had refused, based on the original escrow instructions, to accept the buyers’ application to transfer the business’ liquor license to them. It also found that the sellers breached the agreement by subsequently refusing to proceed with the sale.

The trial court awarded the buyers $151,129 in total damages. This sum included lost profits of the business calculated from the “effective date” upon which, the trial court found, the…