Scribd Logo
Upload

Welcome to Scribd!

  • 1K views

    Copeland v. Baskin Robbins U.S.A.

    Uploaded by

    crlstinaaa
    The plaintiff sued the defendant for breaching a contract to negotiate in good faith over additional terms after the defendant terminated negotiations. The court found that a contract to negotiate is enforceable and implies a duty of good faith negotiation. However, the defendant was entitled to summary judgment because the plaintiff could not establish reliance damages, which are the only damages available for breach of a contract to negotiate since expected terms and profits are unknown. The ruling was affirmed for the defendant.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as TXT, PDF, TXT or read online from Scribd

    Copeland v. Baskin Robbins U.S.A.

    Uploaded by

    crlstinaaa
    1K views2 pages
    The plaintiff sued the defendant for breaching a contract to negotiate in good faith over additional terms after the defendant terminated negotiations. The court found that a contract to negotiate is enforceable and implies a duty of good faith negotiation. However, the defendant was entitled to summary judgment because the plaintiff could not establish reliance damages, which are the only damages available for breach of a contract to negotiate since expected terms and profits are unknown. The ruling was affirmed for the defendant.

    Copyright

    © Attribution Non-Commercial (BY-NC)

    Available Formats

    TXT, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    The plaintiff sued the defendant for breaching a contract to negotiate in good faith over additional terms after the defendant terminated negotiations. The court found that a contract to negotiate is enforceable and implies a duty of good faith negotiation. However, the defendant was entitled to summary judgment because the plaintiff could not establish reliance damages, which are the only damages available for breach of a contract to negotiate since expected terms and profits are unknown. The ruling was affirmed for the defendant.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as TXT, PDF, TXT or read online from Scribd
    Download as txt, pdf, or txt
    1K views2 pages

    Copeland v. Baskin Robbins U.S.A.

    Uploaded by

    crlstinaaa
    The plaintiff sued the defendant for breaching a contract to negotiate in good faith over additional terms after the defendant terminated negotiations. The court found that a contract to negotiate is enforceable and implies a duty of good faith negotiation. However, the defendant was entitled to summary judgment because the plaintiff could not establish reliance damages, which are the only damages available for breach of a contract to negotiate since expected terms and profits are unknown. The ruling was affirmed for the defendant.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as TXT, PDF, TXT or read online from Scribd
    Download as txt, pdf, or txt
    of 2

    Remedies where Agreement Incomplete or Indefinite

    Case: Copeland v. Baskin Robbins U.S.A. (2002, CA 2nd) [PP. 443-449]

    Parties: Plaintiff - Copeland


    Defendant - Baskin Robbins

    Procedural History: Trial court verdict for defendant (summary judgment). On


    appeal.

    Facts: D was going to close down a plant and P approached D on purchasing the
    plant and manufacturing ice-cream for D. In May 1999, D sent P a letter where D
    would sublet and sell the plant to P. D agreed that, subject to a co-packing
    agreement (which was vital for the transaction b/c it specified the details of P's
    supplying D of ice-cream), and subject to negotiated pricing, that D would
    purchase from P 7million gallons of ice-cream from P over a 3-year period. For P
    to accept he had to sign the agreement and send a $3k non-refundable check. P did
    this. The parties then negotiated over the co-packing agreement and the pricing.
    In July 1999, D broke off negotiations. Most of the key issues/terms were not yet
    agreed upon. D returned the $3k, and offered to sell/sublet P the plant per the
    original agreement. But P sued, claiming that D breached the contract to negotiate
    the additional terms (the co-packing agreement and pricing), without any excuse (P
    says they failed to negotiate in good faith). P could not afford to accept D's
    offer for the sale/sublet without the co-packing agreement.

    Issue: Whether the contract to negotiate an agreement is an enforceable contract


    or an unenforceable agreement to agree. What kind of damages are available?

    Holding: The contract to agree was enforceable, but D is entitled to summary


    judgment because it has shown P cannot establish reliance damages. Affirmed for
    defendant.

    Reasoning: The failure to agree, is not by itself a breach of contract. It is


    only enforceable so far as the parties are obligated to negotiate in good faith,
    even if no agreement results. But, there is a duty of good faith when there is an
    agreement to bargain, and D failed to do this (they unreasonably broke off
    negotiations - they just changed their minds; in principle the negotiations could
    very well have continued and a contract could have been formed).
    Damages: However, since the parties had not yet decided on essential terms
    of the agreement, there is no way of determining the lost profits (expectation
    damages) because there was no way of knowing what the terms would have been, or if
    there would have been an ultimate agreement. Therefore, reliance damages were the
    only form of recovery available in an action on a contract to negotiate an
    agreement. Here, the manufacturer showed through the purchaser's complaint and
    discovery responses he could not establish reliance damages.

    RULE:
    · A contract to negotiate is enforceable and there is a natural duty of good faith
    negotiation implied
    · On a contract to negotiate an agreement, the only form of recovery available is
    reliance damages (b/c court cannot know what the agreement would have been to be
    able to award expectation damages), and reliance must be proven by P.

    Notes

    · In the may 1999 agreement, in (2) basically was interpreted as saying that
    Baskin Robbins agreed to negotiate in good faith
    · P won on an important point of law
    o Ppl can agree to contract on anything that’s not illegal or immoral,
    including a contract to negotiate
    o But still need to prove reliance damages
    o P didn’t go after reliance damages - why didn’t he?
    § As a practical matter - you may want to seek the much bigger damages
    as a whole or nothing prospect
    § P doesn’t want to give the court an easy way out - court may not want
    to give whole amount or nothing, but somewhere in btwn. P didn’t want to give
    court this option (the in-between), and tried to basically force them into
    deciding.
    · Contract negotiations are expensive - parties don’t want the other party to have
    an easy way out, so that’s why they create the contracts to negotiate
    · At what point was the contract created? Then court will fill in missing terms.
    · Point blank, this case says that there's no obligation to negotiate in good
    faith

    You might also like