Is a contract enforceable only for cause?

California, United States of America


The following excerpt is from Zee Medical Dist. V. Zee Medical, 80 Cal.App.4th 1, 94 Cal.Rptr.2d 829 (Cal. App. 2000):

However, time and technological change are not always determinative. Zinn v. Ex-Cell-O Corp. (1957) 148 Cal.App.2d 56, involved a detailed agreement for the distribution of milk machines. The court implied from the nature of the agreement and its circumstances that the parties intended a permanent contract terminable only for cause - the distributor could continue acting as such "as long as it performed the terms of the contract and the objects and purposes of the agreement could be served." (Id. at p. 73.) Among other factors, "[t]he very nature and size of the undertaking which burdened [the distributor] once [it] executed the agency contract indicates that there was no intention that it should be terminable at will." (Id. at p. 74.) "Otherwise, plaintiffs could be denied the fruits of their labors even on the threshold of success. Equitable principles would prohibit such an oppressive result." (Ibid.)

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