The Failure to "What If ..." a Contract

Here's an engaging story inspired by a true case to answer a key question for successful business owners:

What happens when your contract forgets to ask “what if”?

Back in 2012, when downtown Montvale, New Jersey, was still half-empty storefronts and wishful thinking, two ambitious businesspeople shook hands over a cup of lukewarm espresso.

Eleanor Price, founder of Blue Finch Coffee Roasters, had the beans, the vision, and the kind of enthusiasm that makes investors overlook spreadsheets. Across from her sat Derek Romano, owner of Romano Properties, a local developer who believed Montvale was “the next Hoboken.”

Their plan was simple.

They would each invest in transforming two adjacent warehouses. Eleanor would fund and operate a flagship roastery and café in one; Derek would finance and develop the second into a shared food hall.

Both projects would rely on shared parking, joint marketing, and event income. Once the combined ventures brought in over $1 million per year, profits from shared operations would be split: two-thirds to Eleanor, one-third to Derek.

They drafted a contract that practically glowed with optimism. Everything was “subject to successful completion,” “mutually beneficial,” and “expected within eighteen months.”

What it didn’t include was the most important line of all: what if one side couldn’t finish?

The Breakdown

Eleanor delivered. Her roastery became a local hit. Derek, meanwhile, began renovations but ran into financing trouble.

By 2014, construction on the food hall stopped. He said it was temporary. In 2015, “complicated.” By 2016, nothing.

The result? The second half of their joint venture never opened and the $1 million trigger never activated. Eleanor kept covering her share of joint expenses including parking maintenance, insurance, and utilities, but never saw a cent of the promised revenue share.

The Lawsuit

By 2020, she’d had enough. She hired a lawyer. The lawsuit was filed: breach of contract, unjust enrichment, and, in her lawyer’s most creative moment, “failure of joint entrepreneurial spirit.”

The judge sympathized. Derek’s half-finished food hall now sat vacant while Eleanor’s café kept the whole property alive.

So, the judge modified the revenue clause removing the $1 million threshold and giving Eleanor her share of parking and event revenue retroactively.

For a brief moment, it seemed justice had caught up with fairness. Then Derek appealed.

The Appeal

The higher court reviewed it and said that being unlucky is not the same as being wronged. The contract hadn’t promised Derek would finish the second building, no matter what. It just assumed he would.

The appellate judges sent the case back. The lawyers kept billing. Eleanor went back to roasting beans, this time with the bitter flavor of experience.

The Takeaway for Business Owners

Contracts built on optimism make for great handshakes and bad lawsuits.
Neither Eleanor nor Derek planned for failure: financing delays, construction problems, pandemics, anything. Their contract had no “what if.”

If they had written a single page of contingencies answering “what if financing collapses,” “what if the project stalls,” and “what if one side bears all the costs,” they could have avoided eight years of resentment and an expensive reminder that courts enforce what is written, not what is assumed.

So dear business owners, if you’re signing a deal today, take a cue from Blue Finch: ask the boring questions. The future rarely unfolds the way your pitch deck says it will. And in business, whoever skips the “what if” section usually ends up paying for it, sometimes with interest.

This story is based on a real court case, with names and details modified for clarity and confidentiality. The legal principles remain the same, providing important lessons for business owners facing similar situations.

Are you wondering about any of the issues mentioned above? Please email us at info@wilkinsonlawllc.com or call (732) 410-7595 for assistance.

At Wilkinson Law, we give business owners the clarity they need to fund, grow, protect, and sell their businesses. We are trustworthy business advisors keeping your business on TRACK: Trustworthy. Reliable. Available. Caring. Knowledgeable.®