Contracts

On an earlier appeal, the court held that the indemnity provision that the plaintiff required the defendant to sign in order to apply for approval of its development project was not supported by consideration and that plaintiff had no statutory authority to impose an indemnity agreement as a condition of plaintiff's statutory duty to consider defendant's application.  On this appeal,… Read More

Plaintiff purchased a commercial condominium as an investment from defendants under a purchase agreement and at the same time entered into a management agreement under which one of the defendant companies would manage the condominium.  Only the management agreement contained an arbitration clause, and it was narrow, not broad, applying only to disputes arising in connection with the interpretation and… Read More

The trial court properly held that Owen's agreement not to solicit former customers was enforceable under B&P Code 16601 since Owen had sold all of his interests in several affiliated businesses to Blue Mountain as the first step in forming a joint venture with a Chinese company.  Even though Owen regained a 50% ultimate beneficial interest in Blue Mountain once… Read More

A well-established departure from the hearsay rule applies when the very fact in controversy is whether certain things were said, and not whether these things were true or false.  Hence, in a breach of contract case, the contract is not hearsay.  The contract must be authenticated, but here the plaintiff did so by showing that it had received an assignment… Read More

A landlord cannot avoid a lessee's right of first refusal as provided in the lease by selling a larger parcel of which the leased premises is a smaller part.  In that situation, the third party buyer's offered price must be equitably apportioned to the leased premises in the proportion its square footage or appraised value bears to the square footage… Read More

Owners of adjoining apartments mediated Doe's civil harassment prevention action, reaching an agreement that provided, among other things, that the parties agree not to disparage one another.  This decision holds that read in light of the limited nature of the action and surrounding circumstances, the provision could not reasonably be read to ban Doe from saying negative things about Olson… Read More

BMW, the manufacturer, could  not compel arbitration of the car buyer's breach of express warranty, Magnuson-Moss Act and Song-Beverly Act violations based on the arbitration clause in the retail installment sale contract that the plaintiff signed to buy the car.  BMW was not a third party beneficiary of the arbitration agreement because while the agreement covered claims against non-signatory third… Read More

There are four styles of assenting to agreements on Internet sites: (1) browsewrap, where mere use of the site is taken as consent to the site's terms and conditions, (2) signwrap, where the user's entry into a transaction on the site is taken as consent to its terms and conditions, (3) clickwrap, where the user must click a statement that… Read More

Fraud in factum, in execution or in the inception differs from promissory fraud, which is a false promise.  Fraud in execution occurs when the defendant causes the plaintiff to execute a contract that has materially different terms from those on which the parties orally agreed.  To allege a claim for fraud in execution, the plaintiff must allege facts showing the… Read More

Civil Code 1799.1 requires a creditor to provide any co-signer of a consumer credit contract with a specified warning about the risks of guaranteeing someone else's debt.  And Civil Code 1799.5 provides that the creditor may not enforce the contract and any accompanying security interest against the co-signer if the statutory warning isn't given.  This decision holds that these provisions… Read More

Plaintiff had no arbitration agreement with Essential Seasons, by which she was employed in 2017.  During that year Expert Staffing provided payroll services to Essential Seasons. In 2019, Expert Staffing hired plaintiff, and she signed its arbitration agreement which provided for arbitration of all claims against Expert Staffing and all related entities including entities where employees are sent to work. … Read More

Even when an arbitration agreement delegates arbitrability issues to the arbitrator, the court must decide whether an agreement to arbitrate was formed.  Formation issues may not be delegated to the arbitrator.  Here, no agreement to arbitrate was formed because the agreement purported to be between plaintiff and the corporate parent of plaintiff's employer, yet the arbitration agreement never referred to… Read More

Affirming an order denying an employer's motion to compel arbitration of the worker's wage and hour, retaliation and discrimination in employment claims, this decision holds the agreement was at least minimally procedurally unconscionable as it was an adhesion contract.  It also holds two provisions substantively unconscionable, one requiring any claims to be brought within a year of discovery (despite statutes… Read More

When parties agree on the material terms of a contract with the intention to later reduce it to a formal writing, failure to complete the formal writing does not negate the existence of the initial contract.  Also, if the parties do not agree on the content of the formal writing (for example because one party wants to include something not… Read More

On a motion to compel arbitration, the moving party bears a slight initial burden of proving the existence of an arbitration agreement and can satisfy that burden simply by attaching the signed agreement to the motion to compel, without authenticating it.  However, if the plaintiff disputes that he or she entered into the agreement and submits a declaration saying he… Read More

A breach of contract is not "wrongful conduct" sufficient to support a claim for interference with prospective economic relationships.  Here, plaintiff narrowed its claim to interference based on the defendant's breach of a nondisclosure agreement.  Held, the trial court erred in submitting that claim to the jury since it was the court's responsibility to determine whether the alleged conduct was… Read More

The trial court correctly excluded most of a declaration by Synchrony Bank's litigation assistant which attempted to show that plaintiff had agreed to the arbitration provision of the bank's credit card agreement.  Though the declaration attached copies of account statements and different versions of the credit card agreement containing the arbitration clause, it did not attach any record showing the… Read More

This decision affirms a demurrer to numerous claims by sellers against eBay for various charges and other policies it enforces against them under its user agreement.  Although the user agreement is an adhesion contract, the decision holds that it and eBau's policies are published on its website, and though they are lengthy, sellers are under no time pressure to agree. … Read More

Under Civ. Code 3360 and applicable California decisions, a plaintiff who proves that defendant breached a contract is entitled to an award of nominal damages even if the plaintiff is unable to prove actual damages caused by the breach.  (Sweet v. Johnson (1959) 169 Cal.App.2d 630, 632.)  Two 9th Circuit opinions stating that breach of contract claims are not actionable… Read More

This case involved a dispute about rent payable during the renewal term of a long-term lease.  The lease provided for an attorney fee award for an action to enforce the lease or obtain a declaration of rights under it.  However, it also provided for arbitration of any dispute about the rental during the renewal term, and in that regard stated… Read More