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3 - RECOGNIZED OBLIGATION PAYMENT SCHEDULE
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08/20/2012
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3 - RECOGNIZED OBLIGATION PAYMENT SCHEDULE
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Last modified
11/4/2013 9:02:29 AM
Creation date
9/10/2012 1:45:51 PM
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City Clerk
Doc Type
Agenda Packet
Agency
Community Development
Item #
3
Date
8/20/2012
Destruction Year
2017
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<br /> <br /> <br /> <br /> (3) i~erjorni irv ohlicz uUtiizv.-7 DOF is reading Section 341 63 out OFCOntcxt and is therclore <br /> mistaken in its conclusion that the S.A. Venture Agreement is not an ongoing enforceable <br /> obligation. The obligation to pay the fees was a legally binding and enforceable agreement of <br /> the Dormer Agency and is now a legally binding and enforceable agreement, and thcrclore an <br /> enforceable obligation, of the Successor Agency. <br /> As discussed above, if the DOF rejected the S.A. Venture Agreement ciLle to the potential <br /> need to enter into future implementing agreements. At3 1484 (specifically Section 34177.3(a)) <br /> clarifies that Successor Agencies may enter into new obligations to the extent required by <br /> crllorceable obli<-ations. We dispute DOF's characterization ofthe S.A. Venture Agreements as <br /> requirin" <br /> the Successor Agency to enter into new obligations; however, even if-this was the case, <br /> AB 1484 clarifies that this is permitted when required by an enforceable obligation- <br /> The S.A. Venture Agreement is a legally binding agrecirient, enlorceable in accordance <br /> with its terms. The fact that the Developer must perform future obligations to trigger the <br /> Successor Agency's obligation to pay the Pecs or that future additional agreements may he <br /> required to implement the S.A. Venture Agreement does not render the agreement <br /> unenforceable. Contracts with cXCCUtoI"y provisions are nonetheless binding and enforceable <br /> under California law, as explained in more detail below. <br /> California Law Upholds Enforceability of EXeCUtory Contracts. On December 22, 2008, <br /> in a landmark decision emphasizing California"s public policy favoring liberal enforecrrtent of- <br /> contracts, in Peael v. Liehet-mei7sch, (2008) 45 Cal Ath 344, the California Supreme Court held <br /> that in enlorceable contract to sell real estate arises whenever the contract identifies the parties, <br /> the price, and a reasonably certain description o('the property. 11-the parties do not agree on <br /> other so-called "non-essential" terms that might typically be included in a real estate transaction <br /> - such aS closing date. title insurance, financing terms, due diligence periods and the like <br /> Cali(brnia courts will supply such terms as are reasonable. PCIIC4 is thus sonICtimes known as the <br /> "Essential 3-P's'" decision. In thus clarifying, the law relative to the enforcement of real estate <br /> contracts, our Supreme Court emphasized the parties" intent controls. <br /> Under California law. where terms are SUffiCiently definite for a court to ascertain the <br /> parties" obligations and to determine whether those obligations have been performed or <br /> breached, a contract will be enforced. An obligation is enforceable where its provisions are <br /> sufficiently certain to make ascertainable the precise act that is to be done." A binding contract is <br /> created wherever its essential terms are clearly enough stated to allow the parties to understand <br /> what each is required to do, the contract is supported by consideration",) and the parties agreed to <br /> Emphasis added- <br /> I n It'edciin~f,ll Prodv_. I'l- r. !-lick ( 1998) 60 Ca I .App.4th 793. S I I: B,vd v. Bevilucyrau ( 1966) 247 Cal,App?d 272. <br /> 287: /lennc~Jcv r. liuicher (1986) 182 Cal-App-3d 492, 500-501: Ruhirs,, i V It ilsos., lric_ v. RYuitr ( 1973) 35 <br /> Ca I _App.3d 396, 407. <br /> „ Cal. (iv- Code, § 3390, subd. (5) (requirin- that specific performance is only available where the agreement has <br /> terms sufficiently certain to make the precise act to be done clearly ascertainable). <br /> 1° Cat. Civ. Code § 1614 provides that -[a] written instrument is presumptive evidence of consideration." The S.A. <br /> Venture Agreement is, naturally, a written instrument, and provides presumptive evidence of-consideration- <br /> Moreover, "[c]onsideration may be an act, forbearance, change in legal relations, or a promise." I Witkin, Summary <br /> of California Law (10th ed.2005) CON-IRACIS, § 202 <br /> 3-30 <br />
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