The opinion of the court was delivered by: FORMAN
On May 5, 1941 Joseph Rabinowitz of Pennsylvania, plaintiff herein, and Louis Borish of New Jersey entered into a written agreement whereby Borish represented that he operated and owned a clothing factory located at Paulsboro, New Jersey, consisting of the following:
"(a) Land and Factory Building -- title in name of L. Borish and Co., a New Jersey Corporation, all the stock of which is owned or controlled by Borish.
"(b) Machinery, equipment, good will and workers -- title in name of Paulsboro Dress Co., a N.J. Corporation, all the stock of which is owned or controlled by Borish."
It was agreed that the land, buildings and equipment therein had a value of $8,000 free and clear of liens, mortgages or incumbrances.
The contract included the following provisions:
"Whereas * * * Rabinowitz has had considerable experience in contract work for the United States Government in connection with clothing for the army and navy.
"Whereas both parties are desirous of pooling their resources abilities and experience in the joint operation of the factory, equipment, machinery and skilled workers in the manufacture of clothing for the Government or for other private sources and civilian business as future circumstances may decide;
"Now therefore, Rabinowitz and Borish, hereby interchangeably agree as follows:
"1. Borish * * * does grant * * * to Rabinowitz an option identified as Option No. 1 to purchase within 90 days from date hereof * * * a one-half interest in the machinery, parts, accessories, equipment and entire contents of factory as now constituted, an inventory of which is hereto attached and made part hereof, good will, together with the organization and contracts of labor now existing between each of the workers now employed at said factory [for the sum of $5,000].
"3. Rabinowitz, in reliance upon this option (No. 1) shall have the right to file bids for government garment work, in which he shall have the right to represent to the Government that the lands, buildings and machinery with the entire contents therein and skilled workers as above described, together with any other factory jointly owned and operated by the parties hereto, will be exclusively devoted to the fulfillment of any Government contract which may be obtained for the manufacture of garments.
"6. Should Rabinowitz fail to exercise his option (No. 1) within 90 days from date hereof, this agreement shall expire and become null and void, provided, however, that if within said period of 90 days Rabinowitz shall file a bid for government work, the option herein referred to shall be extended for a ...