(dissenting).
By the earnest money agreement the plaintiff agreed to buy and the defendants agreed to sell the 38.9 acres of land for a purchase price of $103,000, of which the plaintiff would pay $1,000 earnest money, $14,000 “upon delivery of deed or final contract of sale and $8,800 per year plus interest, commencing one year after the closing, until the balance was paid. It included three conditions: (1) that the property be surveyed; (2) that the buyer (plaintiff) be able to secure building permits in order to go forward with the development of an industrial park; and (3) that the parties would negotiate and agree upon a plan whereby portions of the land would be released as payments were made by the plaintiff.
We should assume that the trial court believed those aspects of the evidence which support its findings and judgment. In doing so it is clear that it was justified in its view that shortly after executing the agreement the defendant Albert Bouwhuis (who acted for the defendants) was affected by what is sometimes referred to as “sellers remorse”; and in reciting in its findings that he “had immediate misgivings and desire to escape from the contract”; wherefore he “refused to carry out the terms of the contract because of hope for an improved sale price.”
In regard to condition (1) above: there is evidence to support the trial court’s finding that the defendant Albert Bouwhuis “attempted to prevent the survey.” But despite his efforts to prevent getting the survey completed, it was in fact completed and no controversy now exists with respect thereto.
In regard to condition (2): within a month after the execution of the agreement, plaintiff notified the defendant’s real estate broker that the building permits were available and that he would agree with any proposal the defendants made as to lot releases.
The only remaining controversy is condition (3), regarding the projected release of certain portions of the land as plaintiff would make payments on the purchase price. The position essayed by the defendants is that because the details as to the time and amount of property to be released in this program had not been specified, that the prime contract was but an agreement to agree. The correctness of the general rule that the terms of a contract must represent a clear and definite meeting of the minds of the parties it is not doubted.1 But like all general rules it should be applied in a sensible and practical manner to do justice, rather than to defeat it.
A refinement of that general rule is that a contract is valid and enforceable if it is sufficiently certain that it represents the intent of the parties at the time of its execution, so that if they proceed in good faith thereunder each will know and be able to perform in accordance with the rights and duties it creates. It is also elementary that there is implied in any contract an obligation of the parties to carry out its *560covenants in good faith;2 and further, that where a party fails in that regard, and particularly if he acts to hinder or prevent the fulfillment of required conditions, he can claim no advantage to himself because those conditions were not fulfilled.3 The matter of good faith is fundamental and it should be the key to the solution of the controversy in this case.
The main reason defendants state in objecting to performing the contract without agreements as to specific parcels to be released is that plaintiff might want to release the frontage first and leave some of the property landlocked and thus diminished in value. The first rejoinder to this is that both the plaintiff and defendants would have an interest in preserving and enhancing the value of the entire property and that this would redound to the advantage of both by helping the project succeed so the plaintiff could pay the defendants the purchase price as they had agreed to accept it.
Even more important is the fact that the plaintiff indicated that he would agree with any proposal the defendants would make as to land releases. Moreover, he stated his willingness to make the payments either in accordance with the terms of the agreement, or the entire amount. This places that matter effectively under the control of the defendants; and it should eliminate any honest apprehension on their part that release of some portions of the property might impair accessibility to the rest and diminish its value. It may be that they would not be willing to release any of the frontage, or at least none that would substantially reduce the value of the rest and thus impair their security. But inasmuch as plaintiff is willing to take that risk, defendants cannot be hurt. There is thus exposed the fallacy of the defendant’s argument that the contract cannot be performed because the time and manner of release of lots has not been specified; and it confirms the view of the trial court that the defendants are but using specious excuses rather than bona fide grounds for refusing to perform the contract.
In this dissent I make no defense of the recitals in the findings to the effect that the plaintiff and the defendants were in a joint venture or partnership with respect to this property. That language was conced-edly not well chosen if scrutinized in the technical legal sense of those relationships.4 However, if the findings are looked at in their total context, it is apparent that their general purport and intent was to the effect that both parties were interested in the successful development of this property, and that both had obligations to proceed in good faith according to the contract, to the end that the plaintiff would benefit by being able to carry out his plan and the defendant would benefit by receiving the purchase price he had agreed to accept for his property, on either a short-term or a long-term basis. It is our duty to look to the substance, rather than to the form, and to affirm the trial court if a survey of the total record indicates that the interests of justice so require.5
In accordance with what has been said above, even though it would be necessary to reverse that portion of the judgment relating to joint venture or partnership between plaintiff and the defendants, it is my opinion that the record supports the findings, and the judgment that the defendants *561should be required to go forward in good faith performance of the contract as made by the parties.
HALL, J., concurs in the views expressed in the dissenting opinion of CROCKETT, J.. Pitcher v. Lauritzen, 18 Utah 2d 638, 425 P.2d 491 (1967).
. Zions Properties, Inc. v. Holt, Utah, 538 P.2d 1319 (1975). See also 17A C.J.S. Contracts § 468(a); Williston, Contracts, 3rd. ed., Section 670.
. 17 Am.Jur.2d, Contracts, Section 427; 81 C.J.S. Specific Performance § 57; Williston, Contracts, 3rd, ed., Section 677; Wallerius v. Hare, 194 Kan. 408, 399 P.2d 543 (1965); Gibson v. J. T. Allen Agency, Wyo., 407 P.2d 708 (1965).
. As to the elements to establish a joint venture, including the sharing of profits see Bassett v. Baker, Utah, 530 P.2d 1 (1974); Bates v. Simpson, 121 Utah 165, 239 P.2d 749 (1952); Ellingson v. Sloan, 22 Ariz.App. 383, 527 P.2d 1100, as to partnership see Koesling v. Basamakis, Utah, 539 P.2d 1043.
. See Goodsel, etc. v. Dept. of Bus. Reg., Utah, 523 P.2d 1230 (1974), citing 5 C.J.S. Appeal and Error § 1464(1).