In Louis Lesser Enterprises, Ltd. v. Roeder (1962) 209 Cal. App. 2d 394, the plaintiffs, who were real estate developers interested in developing a parcel of land in Las Vegas, sued for an accounting of profits, alleging the parties had formed a joint venture based on a written agreement. ( Id. at p. 403.) The alleged agreement was based on three letters, the first two of which provided that by a certain date the plaintiffs were to pay to the defendants the sum of $ 105,000, which the defendants then were to deposit in an entity the parties were to form for the purpose of jointly developing the property. (Ibid.) The plaintiffs paid $ 10,000, but failed to pay the balance by the agreed- upon date. They later sent to the defendants a check for the balance, but the defendants returned the check and offered to return the $ 10,000, which the plaintiffs refused to accept. ( Id. at p. 404.) Affirming the judgment for the defendants, the Louis Lesser court noted that the main letter, which provided for the plaintiffs' payment of the $ 105,000 sum within one month and outlined certain general terms of the proposed venture and others to be decided in the future, read in part: "The purpose of this letter is to outline our understanding and agreement with regard to his (plaintiffs') participation with us (defendants) in the ownership, development, improvement, sale, and any and all other transactions regarding the subject property. Our mutual association in this respect may be by way of a partnership, joint venture, corporation or corporations, or such other entity or entities as may be mutually agreeable." ( Louis Lesser, supra, 209 Cal. App. 2d at p. 405, ) The letter concluded: "If the above outlines our mutual understanding in this regard, please so acknowledge as provided below. Thereupon under our mutual direction our agreements in this regard shall be reduced to a more formal writing and form by an attorney to be mutually agreed upon by us." ( Id. at pp. 405-406.) The Court of Appeal in Louis Lesser concluded that, "the whole tenor of the letter is one of incompleteness pending payment of the money, further agreement on essentials, consultation with a lawyer and reduction of the various agreements to formal writing." ( Louis Lesser, supra, 209 Cal. App. 2d at p. 405, ) The court also concluded that the main letter left "many essential terms of their proposed business venture for future agreement--the nature of their mutual association (partnership, joint venture, corporation or other entity); the manner and form of transfer of defendants' 'options and vestings' in the property; the maximum cash contribution by each party; the nature of the development of the land; et cetera." ( Id. at p. 406, ) The Louis Lesser court also concluded that the letter contained an unsatisfied condition precedent that the letters would not constitute a binding contract until reduced to formal writing. ( Id. at p. 410.)