The mere fact that a contract, definite in material respects, contains some terms that are subject to further negotiation between plaintiff and defendant will not bar a decree for specific performance if, in the trial court's discretion, specific performance should be granted.
A prospective tenant brought an action for specific performance of a contract with the United States District Court for the District of Columbia wherein the landlord allegedly promised to offer the tenant a lease as a major tenant in the landlord's shopping center and to give the tenant an opportunity to accept said lease on terms at least equal to those offered to other major department store tenants in the landlord's development. The prospective tenant sought to enforce the landlord's alleged promise.
Should specific performance be granted?
The court granted specific performance in favor of the tenant because the parties' unilateral contract was an option to accept or reject a lease at the landlord's property on terms at least equal to those granted to other major tenants, and the tenant had exercised that option. The landlord's letter promising to consider the tenant's application, together with the tenant's performance of the requested services, satisfied the statute of frauds in D.C. Code Ann. § 12-302. The court found that the landlord promised to give the tenant an opportunity to lease on those terms in exchange for its assistance in securing the necessary zoning for the tract on which the shopping center was to be built. The court further held that the services the tenant performed for the landlord, including the tenant's letter that the landlord used to support its zoning application, were adequate consideration for a valid unilateral contract that was binding on the landlord and that gave the tenant an option to accept a lease. The existence of express and implied conditions precedent in the unilateral contract did not render it invalid or too indefinite to qualify as a contract.