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
