Helf Investments v. Pacifica Companies
Plaintiff Helf Investments (Helf) appeals a judgment in favor of defendants Pacifica Companies, LLC, and related entities (collectively Pacifica), in a breach of contract action. After a bench trial, the court determined Pacifica breached its contract with Helf in which Pacifica had agreed, as partial consideration for its purchase from Helf of a 200-unit apartment complex, to pay to Helf as additional deferred consideration 50 percent of any revenues received by Pacifica from sales of units created on conversion of the apartments to condominiums, to the extent those sales exceeded a stated threshold amount and were realized within a specified period of time (the deferred consideration period). Pacifica successfully sold 191 of 200 units in the converted condominium complex during the deferred consideration period, and Helf received more than $1.2 million in additional payments pursuant to the contract. After October 1, 2008, however, Pacifica did not have a sales agent actively marketing the units. Moreover, throughout the deferred consideration period, it had purposefully withheld one unit from sale so it could lease that unit and thereby maintain a presence on the homeowner's association board of directors. The remaining nine units did not sell until after the deferred consideration period expired.
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