Justia California Court of Appeals Opinion SummariesArticles Posted in Contracts
Ojjeh v. Brown
Defendants solicited and obtained $180,000 from plaintiff produce a documentary on the Syrian refugee crisis. Plaintiff sued, alleging that no “significant” work on the documentary has occurred, that defendants never intended to make the documentary, and that a cinematographer has not been paid and claims the right to any footage he has shot, putting the project in jeopardy. Defendants filed an unsuccessful anti-SLAPP (strategic lawsuit against public participation (Code Civ. Proc. 425.16)) motion to strike, arguing the complaint arises out of acts in furtherance of their right of free speech in connection with an issue of public interest--their newsgathering related to the Syrian refugee crisis, and that plaintiff could not demonstrate minimal merit on his claims because the action is subject to an arbitration provision; plaintiff’s allegations are contradicted by the investor agreement; and the evidence establishes that substantial progress was made. The court found that plaintiff’s claims did not arise out of acts in furtherance of defendants’ protected speech but were “based on the failure to do acts in furtherance of the right of free speech." The court of appeal reversed. Defendants made a prima facie showing that the complaint targets conduct falling within the “catchall” provision of the anti-SLAPP law. Defendants’ solicitation of investments and their performance of allegedly unsatisfactory work on the documentary constituted activity in furtherance of their right of free speech in connection with an issue of public interest. The court erred in denying the motion at the first stage of the anti-SLAPP analysis. View "Ojjeh v. Brown" on Justia Law
ENA North Beach, Inc. v. 524 Union Street
Hong, the president of ENA, sought to open a restaurant with a license to serve beer and wine in a building owned by 524 Union, which had housed restaurants for many years. After leasing the premises, ENA was unable to open because the San Francisco Planning Department determined that an existing conditional use authorization for the property was no longer effective and a new one could not be granted. ENA sued the lessors, claiming false representations and failure to disclose material facts regarding the problems with the conditional use authorization. A jury awarded ENA compensatory and punitive damages. The court of appeal held that the jury’s verdict on liability, including liability for punitive damages, is supported by substantial evidence. Hong’s testimony was substantial evidence supporting the jury’s verdict. Additional support was provided by evidence of email correspondence around the time Hong entered the lease. The trial court employed an improper procedural mechanism in reducing the amount of the punitive damages award but the jury award was unsupported and Hong effectively stipulated to the reduced amount. View "ENA North Beach, Inc. v. 524 Union Street" on Justia Law
Long Beach Unified School District v. Margaret Williams, LLC
The Court of Appeal affirmed the trial court's dismissal of the school district's cross-complaint under the anti-SLAPP statute. In the underlying action, Margaret Williams and her LLC filed suit against the school district, alleging that her termination was retaliatory. Williams also alleged that the school district unlawfully caused her arsenic poisoning. The court explained that, if the court were to enforce the school district's request, the indemnity provision would require Williams LLC to fund the school district's defense against the very litigation the LLC and Williams brought against the school district. Therefore, the school district's cross-complaint arose from that litigation or the LLC's refusal to sabotage it -- each of which was protected by the anti-SLAPP statute. Furthermore, the school district sought to require the LLC not only to fund the school district's defense, but also to reimburse the school district for any award secured by Williams or the LLC. The court explained that such a bar to meaningful recovery embodied a high degree of substantive unconscionability, sufficient -- when combined with the procedural unconscionability shown through Williams LLC's unrebutted evidence of adhesion, oppression, and surprise -- to establish that the indemnity provision was unconscionable. The court limited the provision to avoid an unconscionable result, and held that the school district failed to show error in the dismissal of the breach of contract and declaratory relief claims, as well as the dismissal of the school district's other cross-claims. View "Long Beach Unified School District v. Margaret Williams, LLC" on Justia Law
Fabian v. Renovate America, Inc.
Renovate America, Inc. (Renovate) appealed an order denying its petition to compel arbitration of Rosa Fabian's claims related to the financing and installation of a solar energy system in her home. Fabian filed a complaint against Renovate alleging that solar panels she purchased for her home were improperly installed. Fabian alleged that, in early 2017, Renovate made an unsolicited telephone call to her home about financing the solar panels and "signed" her name on a financial agreement. All communications between Fabian and Renovate's representative occurred telephonically and she was never presented with any documents to sign. Fabian claims she did not sign a financial agreement with Renovate; nevertheless, Renovate incorporated the solar panel payments set forth in the financial agreement into her mortgage loan payments. Fabian thus alleged that Renovate violated: (1) the Consumers Legal Remedies Act; (2) the Unfair Competition Law; and (3) the California Contract Translation Act. Renovate petitioned to compel arbitration of Fabian's claims and stay judicial proceedings pending arbitration, supported by an Assessment Contract (Contract) that Renovate claimed Fabian had signed electronically. Renovate contended the trial court erred in ruling that the company failed to prove by a preponderance of the evidence that Fabian electronically signed the subject contract. The Court of Appeal found that by not providing any specific details about the circumstances surrounding the Contract's execution, Renovate offered little more than a bare statement that Fabian "entered into" the Contract without offering any facts to support that assertion. "This left a critical gap in the evidence supporting Renovate's petition." The Court therefore affirmed denial of the petition to compel arbitration. View "Fabian v. Renovate America, Inc." on Justia Law
California Taxpayers Action Network v. Taber Construction, Inc.
After Mount Diablo School District hired Taber to modernize eight school campuses, the plaintiffs challenged the District’s use of a lease-leaseback agreement for the construction project. The court of appeal affirmed the dismissal of most of plaintiff’s claims, except a claim against Taber of conflict of interest. Plaintiff alleged Taber provided preconstruction services regarding the project, so a conflict of interest arose when the District subsequently awarded Taber the contract. The court of appeal affirmed summary judgment in Taber’s favor, finding no violation of Government Code section 1090(a). Section 1090 only prohibits a contract made by a financially-interested party when that party makes the contract in an “official capacity.” Where the financially-interested party is an independent contractor, section 1090 applies only if the independent contractor can be said to have been entrusted with “transact[ing] on behalf of the Government.” In this case, it cannot reasonably be said that Taber was hired to engage in or advise on public contracting on behalf of the District. The District contracted with Taber for Taber to provide preconstruction services in anticipation of Taber completing the project. Taber provided those services (planning and setting specifications) in its capacity as the intended provider of services, not as a de facto official of the District. View "California Taxpayers Action Network v. Taber Construction, Inc." on Justia Law
Kanovsky v. At Your Door Self Storage
Plaintiffs filed suit against the storage company, demanding to be paid for their losses after water damaged their property. In this case, the contract the customers signed specified that the company was not responsible for water damage, and that customers storing property with it did so at their own risk. The contract offered insurance options to the customers, but the customers declined insurance. The Court of Appeal affirmed the trial court's judgment in favor of the company on the customers' breach of contract claim, holding that one may not contract to accept risk, decide to be self-insured, and then retroactively demand to be paid by the other side after there is a loss. Finally, the court held that the customers forfeited their claim under the Consumer Legal Remedies Act. View "Kanovsky v. At Your Door Self Storage" on Justia Law
Regency Midland Construction, Inc. v. Legendary Structures Inc.
A general contractor and subcontractor filed suit against each other, and at issue was the "retention" clause in the parties' contract. The Court of Appeal held that the trial court properly granted summary judgment for the general contractor and dismissed the subcontractor's cross-claims. The court held that the purpose of the retention clause was, as the subcontractor put it in oral argument, to "ensure proper performance." In this case, the subcontractor did not finish the job swiftly and must suffer the consequences of its contractual failing. Finally, the court held that the trial court properly awarded attorney fees to the general contractor, as the prevailing party. View "Regency Midland Construction, Inc. v. Legendary Structures Inc." on Justia Law
Handoush v. Lease Finance Group, LLC
Handoush, a store owner, sued LFG regarding a lease for credit card processing equipment. The complaint alleges fraud, rescission, and violation of Business and Professions Code section 17200. The lease agreement states that it “shall be governed by the laws of the State of New York,” that any disputes shall be litigated in New York, and that the parties waived their rights to a jury trial. California precedent (Grafton), forbids pre-dispute jury trial waivers; under New York law such waivers are enforceable. The court dismissed, finding that Handoush did not meet his heavy burden of demonstrating that the forum selection clause is unreasonable and that “the right to trial by jury is not unwaivable” under Code of Civil Procedure section 631. The court of appeal reversed. The trial court erred in enforcing the forum selection clause in favor of a New York forum where the clause includes a pre-dispute jury trial waiver, which Grafton instructs is unenforceable under California law. LFG failed to show that enforcement of the forum selection clause would not substantially diminish the rights of California residents in a way that violates California's public policy. View "Handoush v. Lease Finance Group, LLC" on Justia Law
Davis v. TWC Dealer Group, Inc.
TWC operated a Walnut Creek Toyota dealership. The Davises sought employment at TWC, to run its special finance department. The Davises are African-American, and Donald Davis is over the age of 40. The Davises were required to sign agreements providing that the Davises agreed to arbitration. The three agreements are all different. After the Davises became employed, TWC hired a new General Manager, Colon. The Davises claim that Colon “began to systematically undermine [the Davises’s] programs,” an effort “punctuated by shockingly inappropriate ageist and racist comments to and about them.” The Davises eventually resigned, filed complaints with the Department of Fair Employment and Housing, and obtained right to sue letters. The defendants filed an unsuccessful petition to compel arbitration. The court found there was an agreement to arbitrate, but found both procedural and substantive unconscionability. The court of appeal affirmed, noting TWC’s “lack of candor” concerning the agreements. The court noted the “take it or leave it” pressure under which the agreements were signed, the inconsistency between the agreements, how hard it would be for a layman to read the agreements, and the inclusion of broad provisions in violation of public policy. View "Davis v. TWC Dealer Group, Inc." on Justia Law
Magic Carpet Ride v. Rugger Investment Group
Defendant-appellant Rugger Investment Group LLC (Rugger) entered into a contract to sell an airplane to plaintiffs-respondents Magic Carpet Ride, LLC (MCR) and Kevin Jennings. Rugger deposited a lien release into escrow eight days after the expiration of a 90-day period in which it was required to do so. The trial court found Rugger could not claim substantial performance because it had violated the plain language of the contract. For that reason, the court granted the motion of MCR and Jennings for summary adjudication of their breach of contract cause of action and for summary adjudication of Rugger’s rescission and breach of contract causes of action. Voluntary dismissal of other causes of action produced an appealable final judgment. The Court of Appeal reversed and remanded, finding that whether Rugger substantially performed its contract obligations was a triable issue of material fact that precluded summary adjudication. "[A] provision in the parties’ contract making time of the essence does not automatically make Rugger’s untimely performance a breach of contract because there are triable issues regarding the scope of that provision and whether its enforcement would result in a forfeiture to Rugger and a windfall to MCR." View "Magic Carpet Ride v. Rugger Investment Group" on Justia Law