It subleased one of those restaurants to Mid-Pac. Here appellants sold the Uncle John's Pearlridge restaurant, and the franchise rights to the Uncle John's name in Hawaii to appellees. Appellants' second argument is that the appellees waived any right to rescission they had, because they first asserted the fraud, and the right to rescission, more than a year after they learned the facts which the court below found made the representations which had been made to them fraudulent. In this connection, appellants cite cases from other jurisdic- tions where delays of comparable time periods were held to have constituted waivers. As we understand it, appellants' argument is that there was a waiver as a matter of law in this case.
Appellants frame their argument on the basis of the doctrine of waiver.
In contrast to appellants' waiver argument, appellees treat the issue, in their brief, as one of laches. For the equitable doctrine of laches to apply as a matter of course, as we have said, There are two components to laches, both of which must exist before the doctrine will apply. First, there must have been a delay by the plaintiff in bringing his claim, and that delay must have been unreasonable under the circumstances. A related doctrine is equitable estoppel, but for there to be an estoppel, there must have been some detrimental reliance on the part of the party setting up the defense. We do not believe that, on the evidence in this case, it must be inferred, as a matter of law, that the appellees had voluntarily relinquished their right to rescission or, that as a matter of law, their delay in asserting their right to rescission was unreasonable or, that as a matter of law, appellants acted to their detriment in reliance on the delay of appellees in assert- ing their right.