Jara v. Suprema Meats, Inc.
California Court of Appeals
121 Cal.App. 4th 1238 (Cal. App. 2004)
Jara, Sr. (plaintiff) was a minority shareholder in Suprema Meats, a wholesale meat business run by his son, Jara, Jr., and Rodriguez (defendant, through the company). Jara, Jr. phoned his father for advice when setting officer compensation and, after his father's input, had a policy written into a footnote of the company's financial statement that officer pay could only be raised with unanimous shareholder consent. Years later, Jara, Jr. and Rodriguez raised their own compensation without seeking that approval. Jara, Sr. sued for breach of contract, and Suprema argued the unanimous-consent promise was a gratuitous promise never backed by consideration. The trial court found a contract existed and awarded Jara, Sr. damages; Suprema appealed.
Whether a gratuitous promise lacking consideration can be made enforceable simply because it is stated in writing.