Copeland v. Baskin Robbins U.S.A.
California Court of Appeal, Second District
117 Cal.Rptr.2d 875 (2002)
Baskin Robbins (defendant) and Copeland (plaintiff) agreed by letter that Copeland would buy Baskin Robbins' manufacturing plant and that the parties would separately negotiate a co-packing agreement for ice cream purchases, with a nonrefundable $3,000 payment as a token of Copeland's commitment; after months of negotiating co-packing terms, Baskin Robbins broke off negotiations, returned the $3,000, and cited a change in corporate strategy. Copeland sued for expectation damages based on lost profits and other speculative harms, without seeking or proving any reliance-based losses, and the trial court granted Baskin Robbins summary judgment, finding no enforceable co-packing contract existed.
Whether the breach of an agreement to negotiate a future contract gives rise to a viable legal cause of action.