First Street Plaza Partners v. City of Los Angeles

Plaintiff in this case is First Street Plaza Partners, a limited partnership, and its three corporate members (collectively plaintiff). Defendant is the City of Los Angeles (the City). Plaintiff and defendant negotiated for several years for a contract to develop a parcel of City-owned land. In order for the City to enter into such a contract, the contract formation procedures specified in the City’s charter must be followed. Although the parties’ negotiations were lengthy and elaborate, the parties never completed the contract formation procedures in the City’s charter. Eventually the City decided not to proceed with the project.

Plaintiff then sued. Plaintiff’s complaint' alleged breach of express and implied contract, estoppel, unjust enrichment and breach of fiduciary duty. The trial court granted summary judgment for the City. On appeal, plaintiff urges two theories. 1 First, although negotiations were not broken off until 1994, and although proposed contract documents were not completed until 1993, plaintiff asserts that a binding contract was formed when the City approved a report from its CAO (chief administrative officer) in 1991 *654 detailing the “scope and…