Legal Question in Business Law in California

Re: Buying a business froma private owner

Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Was the handwritten note the only written agreement between you and the seller? The writing may be enforceable, if the parties agreed to the mentioned amount as a reasonable estimate of seller's damages (as opposed to a penalty provision). You should consult your own attorney to protect your legal rights.

Re: Buying a business froma private owner

An essential term is missing. If there was a discussion about the closing date, that probably will be read into the agreement, although the seller might dispute it.

Sounds like you should get yourself to an attorney to protect yourself and your rights.

Re: Buying a business froma private owner

More likely than not, a court would enforce the agreement. It would be helpful to know whether the paper identified the business and was signed.

Courts in modern times tend to enforce contracts that are missing important terms by supplying the missing term, usually by assuming that in omitting specific language, the parties were agreeing to "the usual terms" or "current market price" or "a reasonable time." The Uniform Commercial Code authorizes courts to insert so-called "gap filler" provisions in contracts for goods, and although this isn't a contract for goods, during the last 100 years or so there has been an increasing tendency to enforce contracts with important terms missing - something that never would be allowed by an 18th-Century court.

There is a point, however, beyond which no judge would go in supplying missing terms. The subject matter of the contract should be clear. The contract should make it clear who the buyer and seller are, and, more or less, what is being sold. For example, if the contract said "my business" and the seller owned several businesses, there should be something in the agreement to help the court figure out which business was meant.