Defendant purchasers of restaurant equipment challenged a judgment

Posted by tim scott on June 15th, 2021

Procedural Posture
Defendant purchasers of restaurant equipment challenged a judgment of the Superior Court of Los Angeles County (California) entered in favor of plaintiff vendors of the restaurant equipment in their breach of contract action. The purchasers also appealed from an order denying a new trial.

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The vendors contracted with the purchasers to sell and install restaurant equipment. The parties later modified the contract, deleting certain items of equipment and making new financial arrangements. The following day, the purchasers announced their intention not to be bound by the terms of either agreement. The vendors brought an action against the purchasers to recover for breach of contract. The trial court entered judgment for the vendors, holding that the modified contract superseded the original contract so that there was no breach of that contract and that the purchasers breached the modified contract. On appeal, the purchasers contended that the financing provisions of the original contract were unenforceable because of uncertainty and lack of mutuality and that the modified contract was unenforceable because it contained the same provisions as the original contract. The court disagreed, finding that it was clear from the face of the modified contract that new financing arrangements were intended and made by the parties. The new provisions superseded the financing provisions of the original contract, making the question of the validity of that contract unimportant.

Outcome
The court affirmed the trial court's judgment and dismissed the appeal from the order denying a new trial.