California, United States of America
The following excerpt is from Woodbridge Realty v. Plymouth Development Corp., 130 Cal.App.2d 270, 278 P.2d 713 (Cal. App. 1955):
When matters had progressed to the stage where the seller was satisfied with the proposal of the buyer and with the buyer himself so far as his character and ability were concerned, where the terms of the purchase had been made sufficiently definite that the draftsman could be given instructions to proceed with the contract document, and where both buyer and seller had orally agreed upon these terms the seller could not under the sanction of law arbitrarily refuse to go forward and yet say to the brokers that they had not performed all of the obligations necessary to be performed by them in order to earn their compensation. It was wholly the business of the seller whether, not being yet bound by written agreement, it should refuse to go forward with the sale, but the refusal to go forward could not affect the right of the brokers to the compensation they had earned. The trial court was fully justified in finding from the evidence we have related that the sole reason a binding contract of sale between buyer and seller was not executed was the refusal of the seller to proceed. 'The law requires of the vendor good faith and the doing of no intentional act to discourage, embarrass, or prevent the completion of the purchase.' Coulter v. Howard, supra.
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