Contracts

Under Labor Code 92(f), a forum selection clause in an employment contract is invalid and unenforceable if the contract was "“entered into, modified, or extended on or after January 1, 2017."  This decision holds that any modification of the employment contract after January 1, 2017 triggers the application of section 925, even if the modification did not affect the forum… Read More

The FELA (45 U.S.C. § 55) invalidates any contractual provision “the purpose or intent of which shall be to enable any common carrier to exempt itself from any liability created by this act [FELA]."  However, a release provided in settlement of a specific liability claim is enforceable. (See Callen v. Pennsylvania R. Co. (1948) 332 U.S. 625, 631.)  Federal courts… Read More

Defendant's arbitration clause required arbitration of disputes "to the fullest extent permitted by law."  It also contained a class action waiver.  The "fullest extent" provision did not, on its face, preclude court litigation of public injunction claims, and so did not violate McGill.  But in federal court. plaintiff also had to establish Article III standing to proceed on the public… Read More

Stover signed up for a credit score program with Experian in 2014, cancelling her subscription the same year.  That year's clickwrap agreement, to which Stover assented, included both a broad arbitration clause encompassing all disputes “to the fullest extent permitted by law,” and a change of terms clause, stating that Stover would be bound by changed terms if she used… Read More

Following Woods v. Fox Broadcasting Sub. Inc. (2005) 129 Cal.App.4th 344 and Asahi Kasei Pharma Corp. v. Actelion, Ltd. (2013) 222 Cal.App.4th 945, not PM Group, Inc. v. Stewart (2007) 154 Cal.App.4th 55, this decision holds that a claim for intentional interference with (or inducing breach of) contract may be stated against any defendant that was not a party to… Read More

Bus. & Prof. Code 7031(b) allows any person who uses an unlicensed contractor to bring an action for disgorgement of all compensation paid the contractor for construction work.  This decision holds that a claim under this statute is a suit for a statutory penalty which must be brought within a year of completion of the unlicensed contractor's work under CCP… Read More

Plaintiff invested in a "forked" cryptocurrency which he kept in his Coinbase "wallet."  Coinbase refused to allow plaintiff to access the forked currency because it thought the network using that currency was unsafe.  This decision affirms a summary judgment for Coinbase.  On plaintiff's breach of contract claim, it holds that Coinbase's user agreement contained no provision requiring Coinbase to help… Read More

Reversing the district court's judgment and permanent injunction, this decision finds that Qualcomm's patent licensing practices do not violate the Sherman Act.  The district court erred in finding anticompetitive harm from the effect Qualcomm's licensing practices had on cell phone manufacturersp--a market in which Qualcomm did not compete--rather than on rival chip manufacturers with which Qualcomm did compete.  Qualcomm's practice… Read More

The parties' contract contained a choice of law clause choosing New York law.  Under New York law, prejudgment interest is to be awarded on any contract claim regardless of whether the damages are fixed or reasonably calculable, and interest is awarded at 9%, rather than at 10% as in California.  Under Restatement (Second) of Conflicts of Law, section 207, if… Read More

A forum selection clause that applies to claims that "arising out of" a contract are limited to those relating to the interpretation and performance of the contract itself, whereas a clause that applies to claims "relating to" the contract encompasses disputes that reference the agreement or have some “logical or causal connection” to the agreement; here, the clause in the… Read More

Defendant motorcycle dealer could not enforce an arbitration clause in financing agreement between motorcycle buyer and lender, as a dealer is not an express third party beneficiary of the arbitration clause. Read More

A borrower may challenge an interest rate as unconscionable even when the Legislature has exempted the loan from usury rate limitations. Read More

Even though compensatory damages were reduced to zero by an offset for the other party’s breach of an independent covenant of a contract, a $2 million punitive damage award is affirmed on a breach of fiduciary duty claim. Read More

Plaintiff’s shareholder derivative action against a corporation's executives and auditor in California was properly dismissed on forum non-conveniens grounds since corporation’s by-laws included a forum selection clause in favor of Delaware and auditor had consented to jurisdiction in Delaware. Read More

Gov. Code 1090’s prohibition on having a personal interest in a public contract one lets applies to a government agency’s independent contractors as well as its employees. Read More

The parol evidence rule does not bar admission of oral promises contradicting a writing if offered to prove fraud—even if the party offering the parol evidence does not seek to rescind or otherwise overturn the written agreement. Read More

Although talent service companies are statutorily required to post a bond and include certain provisions in their contracts with artists, a company’s failure to comply with these requirements merely makes a contract voidable and does not grant the artist any legal remedy absent damages caused by the non-compliance. Read More

Plaintiff contractor was entitled to recover its bid preparation costs on a promissory estoppel theory after it obtained an injunction to stop the winning bidder from proceeding with work but did not receive the contract itself. Read More

In ordering specific performance of an accepted purchase option, the court must adjust the purchase price so the parties are in the same position as if the sale occurred when it should have—rent paid the seller after that date is credited to the buyer; the seller is compensated for lost interest on the purchase price. Read More

A seller of real property (here, a vineyard and tasting room) owes the buyer a duty to disclose facts materially affecting the value or desirability of the property that are not otherwise within a buyer's knowledge through diligent attention and observation—but only when the seller had actual or constructive knowledge of the undisclosed facts, which this seller lacked. Read More