Tore, Ltd. v. M.L. Rothschild Management Corp.

Rose, J., with whom Springer, J., concurs,

concurring in part and dissenting in part:

I agree with the majority opinion’s conclusion that there is sufficient evidence to support the district court’s finding that Rothschild is estopped by his conduct to deny that the letter of credit from Tore was modified from $100,000 to $75,000. However, I find no reasonable interpretation of the evidence to support the lower court’s additional finding that the $65,000 letter of credit was ineffective because Rothschild did not assign the men’s wear contract and release Tore from it. I would enforce both letters of credit.

By finding detrimental reliance, estoppel and an implied nov-*366ation, the district court rewrote the contracts between the parties. In its lease agreement with Concepts, Tore agreed to issue two letters of credit, one for $75,000 and the other for $65,000. When Rothschild insisted on the $100,000 letter of credit rather than accept the $75,000 one as its replacement, Tore wrote back that the lease agreement was already concluded and the non-party Rothschild must abide by its terms. Tore never attempted to cancel or rescind the $65,000 letter of credit. Tore should be held to the agreement it made and that it insisted was effective.

The district court expressly found that Tore was released from any prior contractual obligations and Rothschild was estopped from pursuing Tore and its principals. Even assuming Rothschild was required to assign its men’s wear contract and personally release Tore, its failure to do so is of no consequence because the court has expressly found that Tore and Winston were released by Rothschild’s actions.

There is substantial evidence to support the enforcement of the $75,000 letter of credit. But once this decision was made, I can see no reasonable or logical interpretation of the facts in this record to support the finding that the $65,000 letter of credit is unenforceable. For that reason only, I dissent from the majority opinion.