Moreland Development Co. v. Gladstone Holmes, Inc.

*975 Opinion

After several months of negotiations on March 6, 1979, respondent/seller executed a writing entitled, “Superseding Agreement to Buy and Sell Real Property and Escrow Instructions” regarding 75 acres of industrial land located in the City of Pomona at a purchase price of $2.9 million. The document was signed as “Seller” by the president and secretary of respondent company and the corporate seal was affixed thereto.

On March 9, 1979, appellant’s president and assistant secretary signed as “Buyer” and its corporate seal was affixed thereto. Appellant is a wholly owned subsidiary of Union Oil Company.

Among the pertinent provisions contained in the document under the designation “4. Conditions Precedent” Buyer’s obligation to purchase and close of escrow are conditioned on the following;

(3) (Should be (e).) Buyer obtaining at its own expense, satisfactory engineering, soil and geology reports for the property. “If Buyer does .not decide to proceed, in return for Seller providing Buyer the right to investigate the property for 60 days and approve the condition of the property prior to proceeding with the purchase, Buyer shall, in the event of cancellation of this…