I. H. Rubenstein & Son, Inc. v. Sperry & Hutchinson Co.

In re: I. H. Rubenstein & Son, Inc. ^applying for certiorari, or writ of review, to the Court of Appeal, First Circuit, Parish •of East Baton Rouge. 222 So.2d 329 . Application denied. There is no error of law in the judgment complained of. SANDERS, J., is of the opinion a writ ■should be granted. In his opinion, the exception of no cause of action was erroneously sustained in that the petition sets forth a cause of action. SUMMERS, J., is of the opinion the writ should be granted. The controverted clause may not create an enforceable agreement to buy and sell, but the clause: “The parties propose to proceed promptly and in good faith to prepare a final agreement providing for the transaction contemplated herein” does create an unconditional obligation of the parties to make a good faith effort to enter into such an agreement. The failure of Sperry & Hutchinson Co. to make this good faith effort, therefore compels them to repair the damage incurred by I. H. Ruben-stein & Son, Inc. resulting from the failure under the civil law doctrine of culpa in contrahendo. See Schwenk, Culpa in Contrahendo in German, French and Louisiana Law, 15 Tul.L.Rev. 87 (1940).