![]() On March 15, 2000, plaintiff wrote to defendant, referring to the properties by street address only, and stating “his letter will confirm our contract of sale of the above buildings.” The letter discussed deposits plaintiff had given to defendant, and noted “our agreement that the depreciation allocation and tax benefits will be given to me no later than April 1, 2000, since I now have equitable tittle. Defendant, however, asserts he did not sign the document because he needed approval from a majority of SMC’s limited partners. Plaintiff contends the omission was inadvertent. Plaintiff dated and initialed the memorandum as “Buyer,” but the line he provided for “Seller” was left blank. They are identified in the memorandum as “808 4th St.,” “843 4th St.,” and “1251 14th St.,” with an aggregate price term of “approx 10.468 X gross income estimated income 1.600.000, Price $16,750.°°.” Although defendant had given plaintiff rent rolls showing the income from the properties, neither man brought these documents to the March 13 meeting. *763The memorandum encompasses the sale of five properties only the SMC properties are involved here. At this meeting, plaintiff drafted a handwritten memorandum entitled “Contract for Sale of Real Property.” 1 Plaintiff and defendant, both experienced real estate investors, met on March 13, 2000, and discussed a series of transactions including the purchase of the SMC properties. Taylor and plaintiff Donald Sterling discussed the sale of three apartment buildings in Santa Monica owned by the Santa Monica Collection partnership (SMC). Here, plaintiffs attempt to enforce a price term that lacks the certainty required by the statute of frauds. The memorandum, viewed in light of the evidence, must be sufficient to demonstrate with reasonable certainty the terms to which the parties agreed to be bound. If the writing includes the essential terms of the parties’ agreement, there is no bar to the admission of relevant extrinsic evidence to explain or clarify those terms. ![]() A memorandum serves only an evidentiary function under the statute. Statements to the contrary appear in some cases, but we disapprove them. Extrinsic evidence has long been held admissible to clarify the terms of a memorandum for purposes of the statute of frauds. *762We reverse, but not because the court consulted extrinsic evidence. Defendants contend the court improperly considered extrinsic evidence to resolve uncertainties in the terms identifying the seller, the property, and the price. ![]() Code, § 1624.) In this case, the Court of Appeal held that a memorandum regarding the sale of several apartment buildings was sufficient to satisfy the statute of frauds. The statute of frauds provides that certain contracts “are invalid, unless they, or some note or memorandum thereof, are in writing and subscribed by the party to be charged. Lord as Amicus Curiae on behalf of Defendants and Respondents. Grimm and Paul Gough for Apartment Association of Greater Los Angeles as Amicus Curiae on behalf of Defendants and Respondents.Īrthur Mazirow for Richard A. Forsythe Bogeaus and Raquel Vallejo for Defendants and Respondents. ![]() Rosen Buchalter, Nemer, Fields & Younger, G. Horvitz & Levy, Lisa Perrochet, Jeremy B. June Babiracki Barlow and Neil Kalin for California Association of Realtors as Amicus Curiae on behalf of Plaintiffs and Appellants. Backhus Barak Lurie Law Offices of Dennis C. TAYLOR et al., Defendants and Respondents. 1, 2007.] ROCHELLE STERLING et al., Plaintiffs and Appellants, v. ![]()
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