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Page 3 of 5 For instance, in Ersa Grae Corp. v. Fluor Corp., (1991) 1 Cal.AppAth 613, 623, Division 1 of the Second District Court of Appeal (Los Angeles) found the terms of large scale real estate development contract sufficiently definite to enforce where the contract stated one party, Ersa Grae, agreed to provide funding within a defined period after the satisfaction of certain conditions; the other, Fluor, agreed to select and pay for the services of all third-parties needed to supervise and carry out the necessary construction work; and, upon completion, Fluor agreed to transfer its interests in the completed project and underlying land lease to a consortium in exchange for £1 million.8 In rejecting Fluor's claim that the contract was unenforceable because it contemplated the parties' negotiation and execution of future agreements necessary to carry out their intent (e.g., the parties' required negotiation and execution of their contemplated future agreement to convey the fully developed property subject to a long-term land lease),9 Ersa Grae explained: The fact that an agreement contemplates subsequent documentation does not invalidate the agreement if the parties have agreed to its existing terms. (See Clark v. Fiedler (1941) 44 Cal.App.2d 838, 847 ["`Any other rule would always permit a party who has entered a contract like this ... to violate it, whenever the understanding was that it should be reduced to another written form, by simply suggesting other and additional terms and conditions. If this were the rule the contract would never be completed in cases where, by changes in the market, or other events occurring subsequent to the written negotiations, it became the interest of either party to adopt that course in order to escape or evade obligations incurred in the ordinary course of commercial business."']. See also, Smissaert v. Chiado (1958) 163 Cal.App.2d 827, 830.0 The legally enforceable contract in Ersa Grae is very similar to the S.A. Venture Agreement. Here, the Former Agency agreed to pay certain Fees in connection with certain types o future development performed by the Developer at the Site. Ersa Grae is just one of dozens of published cases holding contracts of this type fully enforceable. See, e.g., Bleeeher v. Conte (1981) 29 Ca1.3d 345, 354-55 [the law does not bar specific performance of a land sales contract in which a city's future approval of certain development plans is made a condition precedent to completion of the agreement]; Larwin-Southern California, Inc. v. JGB Investment Co. (1979) 101 Ca1.App.3d 626, 638 [the mere presence of a satisfaction clause in a contract does not result in that contract's nullity]; Mattei v, Hopper (1958) 51 Cal.2d 119 [land sale contracts containing satisfaction clauses are generally enforceable, except where such clauses render a party's obligation to perform illusory]. Here, DOF does not advance the unsustainable claim that anything in the S.A. Venture Agreement renders either party's duty to perform illusory. Black letter law further holds that "[a] contract's material terms (such as subject matter, price, payment terms, and duration) must be `sufficiently definite' so that each party can be Moreover, "[c]onsideration may be an act, forbearance, change in legal relations, or a promise." 1 Witkin, Summary of California Law (10th ed. 2005) CONTRACTS, § 202. e Judicial Council of California Advisory Committee on Civil Jury Instructions 302, Contract Formation - Essential Factual Elements. 7 See, e.g., Patel v. Lieberrnensch (2008) 45 Cal .4th 344, 369-70 (quoting and citing Mclllrnoil v. Frawley Motor Co. (1923) 190 Cal. 546). s 39 (1991) 1 Cal.AppAth 613, 623. 9 Ersa Grae Corp., 1 Cal.AppAth at 623. 10 Id. at n. 3 (citations in original). SA Resolution No. 2012-007 Page 17 of 24