Justia California Court of Appeals Opinion Summaries

After Thomas, a member of the Board of Directors of Applied Medical Corporation, was removed from the Board in January 2012, Applied exercised its right to repurchase shares of its stock issued to Thomas as part of stock incentive plans. Thomas objected to the repurchase price, and in August 2012 Applied filed suit. In June, 2015, the trial court granted summary judgment against Applied. The court of appeal affirmed as to Applied’s fraud-based claims, but reversed as to Applied’s claims based on breach of contract and conversion. A conversion claim may be based on either ownership or the right to possession at the time of conversion. Applied’s fraud claims were barred by the applicable statute of limitations; the court rejected Applied’s argument that those claims, first alleged in 2014, were timely under either the discovery rule or the relation back doctrine. View "Applied Medical Corp. v. Thomas" on Justia Law

Escobar was an employee of O’Donnell, a sub-subcontractor of Bayside, which was a subcontractor of Oltmans, the general contractor on a Menlo Park construction project. Escobar sued Oltmans and the property owner, alleging that Oltmans negligently cut and left unsecured a skylight opening in the building under construction, through which Escobar fell while installing scaffolding that O’Donnell was erecting for Bayside. Oltmans filed a cross-complaint against the subcontractors, alleging a right to contractual indemnity and breach of Bayside’s contractual obligation to provide certificates of insurance certifying that Oltmans was covered as an additional insured under liability policies the subcontractors were obligated to obtain. The subcontract provided indemnity to Oltmans for injury claims arising out of the scope of the subcontractor’s work “except to the extent the claims arise out of, pertain to, or relate to the active negligence or willful misconduct” of Oltmans. Reversing the trial court, the court of appeal ruled in favor of Oltmans. Under such a provision the general contractor is precluded from recovering indemnity for liability incurred as a result of its own active negligence but may be indemnified for the portion of liability attributable to the fault of others. The court noted the same question arises as to the meaning of Civil Code section 2782.05, which renders unenforceable an indemnity provision “to the extent the claims arise out of, pertain to, or relate to the active negligence or willful misconduct of that general contractor.” View "Oltmans Construction Co. v. Bayside Interiors, Inc." on Justia Law

Plaintiffs, writers and producers who entered into a profit participation agreement with Walt Disney Pictures regarding their work on the television series, Home Improvement, filed suit alleging that Disney failed to properly account for and pay them the amounts owed under the parties' agreement. The trial court granted Disney's motion for summary adjudication, finding that the claims were time-barred by the contractual limitations period in the incontestability clause. The court concluded that plaintiffs' claims were within the scope of the incontestability clause in the parties' profit participation agreement; Disney met its burden of showing that the 24-month limitations period in the parties' agreement expired prior to the producers objecting to the participation statements; plaintiffs waived the discovery rule by agreeing to the incontestability clause; and, based on the totality of the evidence about Disney's alleged conduct, there were triable issues of fact as to whether Disney waived or was estopped from asserting a contractual limitations defense. Accordingly, the court reversed the judgment. View "Wind Dancer Production Group v. Walt Disney Pictures" on Justia Law

Plaintiff Muhammad Iqbal appealed the grant of summary judgment entered against his complaint for personal injuries. In 2011, plaintiff sued Yosemite Auto Sales, Inc. (Yosemite Auto), its owner Eyad Kaid, and Alla Abuziadeh, individually and doing business as Jimmy’s Tow (collectively, the former defendants), for personal injuries. He alleged Yosemite Auto retained him to determine why a vehicle it owned would not start. Unknown to plaintiff, Abuziadeh earlier towed the vehicle to Yosemite Auto and disconnected the transmission shift linkage to do so. He allegedly did not reconnect the shift linkage after towing the car. The trial court ruled the complaint was barred by a general release plaintiff had previously executed that immunized “affiliates” of the defendants in the former case, and defendant Imran Ziadeh was such an affiliate. The Court of Appeal concluded as a matter of law defendant was not a protected “affiliate,” as that term was commonly understood, and reversed. View "Iqbal v. Ziadeh" on Justia Law

Farrar was hired by Direct Commerce as its vice-president of business development and negotiated an employment agreement set forth in a six-page offer letter detailing her compensation, additional bonus structure, and stock options. The agreement also included an arbitration provision, set off by the same kind of underlined heading and spacing as the other enumerated paragraphs of the agreement. When Farrar sued Direct, alleging breach of contract, conversion, wrongful termination, breach of the covenant of good faith and fair dealing, and failure to pay wages owed and waiting time penalties, the employer unsuccessfully sought to compel arbitration. The trial court found the arbitration provision procedurally and substantively unconscionable. The court of appeals reversed. While the arbitration provision is one-sided, as it excludes any claims arising from the confidentiality agreement Farrar also signed, that offending exception is readily severable and, on this record, should have been severed. View "Farrar v. Direct Commerce, Inc." on Justia Law

After a Machine Zone (MZ) employee posted a review on Glassdoor's website disclosing confidential information regarding MZ's RTPlatform technology, MZ filed suit against the employee for violation of a nondisclosure agreement signed by all MZ employees. When Glassdoor refused to identify the employee, MZ moved for an order compelling disclosure, which the trial court granted. Glassdoor petitioned for a writ directing the trial court to set aside its order. The court concluded that Glassdoor has standing to assert the employee's interest in maintaining his anonymity as against MZ's efforts to compel Glassdoor to identify him. The court concluded that MZ failed to make a prima facie showing that the employee's statements disclosed confidential information in violation of the nondisclosure agreement, and granted the requested relief. In this case, MZ denied the accuracy of the employee's report without identifying any real confidential information it might be understood to have disclosed. View "Glassdoor, Inc. v. Superior Court" on Justia Law

Lauron had two Chase credit cards, one ending in 5285 and one ending in 5274. The Cardmember Agreement for 5274 stated that: “THE TERMS AND ENFORCEMENT OF THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH FEDERAL LAW AND, TO THE EXTENT STATE LAW APPLIES, THE LAW OF DELAWARE, WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES. THE LAW OF DELAWARE, WHERE WE AND YOUR ACCOUNT ARE LOCATED, WILL APPLY NO MATTER WHERE YOU LIVE OR USE THE ACCOUNT.” Chase sold both accounts to PCC for collection. PCC filed suit. Lauron cross-complained, alleging violation of the Fair Debt Collection Practices Act (FDCPA) (15 U.S.C. 1692) and California’s Rosenthal Act by attempting to collect a time-barred debt. The court granted Lauron summary judgment, determining that Delaware’s three-year state of limitations applied and that the limitations period had expired before PCC filed suit, so that PCC was attempting to collect a time-barred debt in violation of the FDCPA and the Rosenthal Act. The court of appeal reversed because, with respect to 5285 Lauron had not established when PCC’s claims accrued nor that the Cardmember Agreement applied. With respect to 5274, the court correctly applied Delaware law, but did not establish when the claims accrued. View "Professional Collection Consultants v. Lauron" on Justia Law

Shalizi purchased an apartment building and wanted to move into unit four. Geraghty had been renting unit four for 22 years and was paying $938 a month. Shalizi’s attorney sent a letter informing Geragthy that Shalizi intended to commence an owner move-in eviction (Ellis Act “no fault” eviction), but suggested a voluntary buyout agreement. Shalizi and Geragthy entered into an agreement that promised Geraghty $25,000 and gave him several months to depart. Geraghty released Shalizi from “any and all claims which have or may have arisen from Tenant’s occupancy of the Premises at any time or any and all claims related to the Premises, including, but not limited to, claims for wrongful eviction, non-compliance with or violations of the provisions of the San Francisco Residential Rent Stabilization and Arbitration Ordinance [SFRRSAO] and Rules and Regulations, . . . [or the] right to reoccupy the Premises.” Geraghty vacated and Shalizi paid. Shalizi began $70,000 in renovations and occupied the unit. Months later, Shalizi lost his job. Months later, Shalizi found new work, but had to relocate. He rented unit four to a new tenant for $3,700 a month. After discovering Shalizi was again renting out unit four, Geraghty sued for violation of the San Francisco rent ordinance, negligence, fraud, and rescission. The trial court granted Shalizi summary judgment. The court of appeal affirmed, finding Geraghty’s waiver valid and enforceable. View "Geraghty v. Shalizi" on Justia Law

Leighton sued Forster for breach of an attorney fee contract and an account stated, seeking damages in excess of $114,000. In granting Forster summary judgment, the trial court found that an engagement letter Leighton emailed to Forster’s husband Bob was not a valid contract because it was never signed (Bus. & Prof. Code, section 6148) and any claim for payment of the reasonable value of Leighton’s services was barred by the two-year statute of limitations (Code Civ. Proc, section 339(1)). The court of appeal affirmed, rejecting an argument that there were triable issues of material fact regarding Rochelle’s liability for the unpaid attorney fees because she produced evidence that, before Bob died, Leighton and Bob negotiated a fee arrangement that either satisfied the requirements of section 6148 or was exempt from those requirements. The absence of a written fee agreement conclusively establishes that Rochelle was entitled to summary judgment. View "Leighton v. Forster" on Justia Law

Jacobs, a licensed California real estate broker, had the “exclusive and irrevocable right” to sell a Marin County parcel for one year. The listing price was $2,200,000; if Jacobs procured a buyer during the listing period, Jacobs would receive a commission of $200,000. The agreement specified that if one named party bought the property, Jacobs would receive no commission. Locatelli signed the agreement as trustee of the Locatelli Trust, but there were blank signature lines for five additional parties. Jacobs claimed that Locatelli stated that he was authorized to act on behalf of the other owners and that she can obtain a written “agency agreement” through discovery. When Jacobs noted interest in the property by TPL, Locatelli was angry and asserted that he had been speaking with TPL for three years and that he wanted to change the agreement. Jacobs claimed that she investigated and that her TPL contact told her that he did not know Locatelli and had not been aware the property was for sale until he was contacted by Jacobs. Later, the owners and TPL entered into a sales contract. The sale was never consummated, apparently because issues arose between the parties. Jacobs sued the owners and TPL. The trial court dismissed without explanation. The court of appeal reversed, finding that the claims were not barred by the statute of frauds or the parol evidence rule. View "Jacobs v. Locatelli" on Justia Law