H. Jack Hanna, Pontiac automobile dealer in La Mesa, California, in 1951 “lost his lease” on six lots (hereinafter called the Safeway lots) which were a portion of his open air used car lot. The Safeway lots are located at a corner diagonially across the intersection from Hanna’s garage, the ground under which is owned by Hanna and his wife, Bobbette, who joins him as plaintiff and appellant.

In 1948 Hanna obtained his lease, the source of this diversity litigation, from one Garland Cox, then owner of the Safeway lots.

The lease in its entirety is as follows:

On December 12,1950, Safeway, having succeeded to the rights of Cox in the fee and the lease, gave Hanna a notice to vacate as follows:

On March 15, 1951, the last day of the 90-day period, Hanna completed vacating the Safeway lots.

Then many months went by and Safeway built no structure upon the lots vacated by Hanna. Instead, on July 1, 1952, it rented the property for a nominal sum to Foster & Kleiser, a billboard company, for advertising signs. This rental is terminable on five days’ notice. And we assume as of this date Safeway has not built. Why ? The record neither tells us nor suggests an answer. Contrariwise, Hanna and his counsel neither plead nor imply even a suspicion of fraud. This is to the credit of Hanna and his counsel. If bad faith existed or was suspected, we doubt not that Hanna and his attorneys would have asserted it. Nonetheless, bad faith is too often charged without any authority except the wish of him who asserts it.

In their complaint Hanna and wife assert heavy damage and say there was an “express and implied covenant” that if the lease were terminated by notice, a major structure would be constructed on the Safeway lots within a reasonable time. This opinion will assume that the Hannas were hurt financially.

After a pre-trial order, the trial court, following an agreement as to method of procedure, first considered the question of whether the lease of February 21, 1948, was ambiguous. It concluded it was not. The court implied in law an obligation to give the notice of termination in good faith, which means that at the time notice was given (and we would assume all of the intervening 90 days, too), Safeway must have had an honest intention to build a major structure. The termination clause being thus construed, judgment naturally followed in favor of Safeway. Thereupon, the Hannas appealed to this court.

Sua sponte, this court, during the oral arguments, raised a question as to the sufficiency of the notice to vacate. A second reading of the notice shows it is clumsy. In effect, the notice says, “1. Your lease has a clause in it that we can terminate if we give you 90 days’ notice that we intend to build a major structure. 2. Get out.” Nowhere does it say that Safeway intended to do anything.

But all the parties have at all times treated the notice as if it had said, “We intend to build a major structure. Get out.” Probably we would not be justified in tampering with their construction, but the decision we make on the main issue of the case, as the parties have fought it out, makes it unnecessary to determine if the notice was a good one and, if not, whether plaintiffs lost all rights when they moved out voluntarily on a defective notice.

The Hannas would bolster a little their position herein with the “moral obligation” clause of the lease, which we extract and repeat as follows:

We hold that clause to be wholly self consuming. Why should we attach some importance to a clause that the parties in their lease specifically say is legally no good and which at the time of writing they seem to imply was inserted solely for adjudication by some “higher court” or possibly the judgment of their San Diego neighbors ?

California law, of course, is applicable in construing the lease. California possibly leads the nation in the number of codified rules for construing contracts, but most of the rules have no application unless one first finds ambiguity.2 We find none. Expressly, the contract provides for termination on “notice of intention to build” and does not provide for termination “on condition that the lessor build.”

Now it is our duty to anticipate what the California courts will do if any identical case reaches them. What covenants, if any, are to be implied? As is so often true, we cannot find the same set of facts in the reported decisions of California. Therefore we must reason from the available cases in California which have some relevancy, applying our best judgment to them.

Obviously, we think, California and most jurisdictions would imply a covenant that a notice of termination grounded on intention to build must be given in good faith. We can safely add that intention must continue to exist during the period the notice is running and while the tenancy lasts. Anything short of this mocks decency.

In the ordinary business case, the announced intention to build immediately, granting bona fides, will ordinarily result in the same end as a contract binding one to build. The result of the prior intention customarily will be obtained. Businessmen usually do not put a $400 a month tenant off of a lot to take a negligible sum per month from a billboard agency. A prompt sale or a lease at a higher rent invites suspicion and legal attack, when made after termination under a clause such as we have here.

We think here that the words the parties selected from the English language gave Hanna no more than a right to an honest state of mind on the part of the lessor with respect to the notice to vacate. Were there any suggestion of dishonesty on the part of Safeway we have little doubt that the trial court would have permitted, and rightly so, minute scrutiny of the termination.

There being no such suggestion, we must take this as a case where Safeway honestly intended to build a major structure. It gave Hanna notice to vacate. After he vacated Safeway changed its mind. (Apparently, Safeway was no business rival of Hanna.) Why it changed its mind we do not know and we guess we shall never know. But good faith being uncontested, Safeway is not to be forced to compensate Hanna for the lack of words importing a continuing obligation to build which he possibly could have had had he bargained for them.

The conclusion we reach is one that we think flows from the opinion in Lindenberg v. MacDonald, 34 Cal.2d 678 , 214 P.2d 5 , 14 A.L.R.2d 1436 , a case strongly argued by both parties. This we buttress with our impressions of other California cases less closely related plus our own judgment as to what reasoning will appeal to the California courts when, if ever, they get a similar set of facts.

The judgment is affirmed.

. Lessee’s improvements of grading, black-top paving and lighting equipment bad all boon paid for at the time of termination by Safeway out of deductions from the rent as agreed in the lease. . See California Civil Code § 1635 et seq. . Perhaps the code section that comes as dose- as any to being highly pertinent is California Civil Code § 1638, which reads as follows: “Ascertainment of intention; language “Intention to be ascertained from language. The language of a contract is to govern its interpretation, if the language is clear and explicit, and does not involve an absurdity.” We cannot say the literal words of the contract herein involve an absurdity.