Reversing a summary judgment for defendant in this breach of contract suit, the Court of Appeal found the parties' brief signed napkin agreement to be enforceable despite some ambiguities and terms left for later determination. It was not too indefinite to enforce or too indefinite to indicate agreement on essential terms. Parol evidence was properly admitted to construe the ambiguous… Read More
The trial court correctly denied Mattson's motion to compel arbitration of Applied's suit against it for violation of the Uniform Trade Secrets Act. Mattson had hired Lai away from Applied. Lai's employment agreement with Applied contained an arbitration clause. Mattson was not a party to that contract and could not enforce it on a equitable estoppel basis since Applied's claim… Read More
In a nice mirror image of Chelios v. Kaye (1990) 219 Cal.App.3d 75, 80, this decision holds that since a contract is merged into the judgment on a breach of contract claim, a provision of the contract limiting attorney fee awards to $1,000 does not limit the fees that may be awarded to the prevailing plaintiff under CCP 685.040 as… Read More
This decision affirms a prejudgment attachment order. The trial court did not abuse its discretion in finding that the parties had not amended a fully integrated written contract which provided that all amendments had to be signed and in writing. Under the Uniform Electronic Transactions Act (CC 1633.1 et seq.), it is not enough to show that a document was… Read More
Following Department of Fair Employment & Housing v. Cisco Systems, Inc. (2022) 82 Cal.App.5th 93 and EEOC v. Waffle House Inc. (2002) 122 S.Ct. 754, this decision holds that the People of the State of California (as represented by the Attorney General and two District Attorneys) and the Division of Labor Standards Enforcement cannot be required to arbitrate claims that… Read More
COVID-19 closure orders did not excuse Fitness' nonperformance of its lease obligations. The closure orders allowed commercial construction and so did not justify its stopping renovation of the leased premises as required by the lease. The force majeure clause of the lease didn't excuse either stopping construction or failing to pay rent as neither of those "acts" were prevented by… Read More
A forum selection clause in defendant corporation's Delaware by-laws selecting the Delaware Chancery Court as the forum for any shareholder disputes was unenforceable in California state court because there is no right to a jury trial in Delaware Chancery Court so the forum selection clause operated as a pre-suit waiver of the constitutional right to a jury trial which cannot… Read More
Agreeing with Montemayor v. Ford Motor Co. (2023) 92 Cal.App.5th 958 and other recent cases refusing to follow Felisilda v. FCA US LLC (2020) 53 Cal.App.5th 486, this decision holds that a standard California car sale contract with an arbitration clause does not require the car buyer to arbitrate his warranty claims or Song Beverly Act claims against the car's… Read More
A health insurance company's verification of benefits (i.e., confirmation that the patient is insured, covered, and eligible for coverage) is not an enforceable oral promise to pay for the patient's treatment by a health care provider. Here, summary judgment was properly granted against a health care provider's breach of oral and implied contract claims. It produced no evidence to show… Read More
The district court did not err in denying defendant's motion to compel arbitration of plaintiff's claim that defendant discriminated against her in denying her a consolidation loan to combine her two existing student loans. Defendant was judicially estopped from relying on the arbitration clause in the second loan because at an earlier hearing on whether that clause was unconscionable, defendant… Read More
The district court erred in holding that the delegation clause in the arbitration agreement in this case was unconscionable and therefore unenforceable. The district court so ruled because the arbitration agreement also provided that if, for any reason, the dispute was not arbitrated, the parties waived a jury trial. Such a pre-dispute waiver of jury trial is unenforceable under California… Read More
Applying Ixchel Pharma, LLC v. Biogen, Inc. (2020) 9 Cal. 5th 1130 to an at-will employment contract, this decision holds that to assert a tort claim for inducing breach of the contract, the plaintiff must allege independently wrongful conduct. Here, plaintiff could not do so. He lacked antitrust standing to rely on the antitrust violation that he had alleged as… Read More
Although recognizing that a minority of decisions apply a substantial evidence standard of review on appeal from an order granting or enforcement to a forum selection clause, this decision adopts what it says is the majority rule applying, instead, an abuse of discretion standard of review. In this case, the contract included not only a clause selecting Illinois as the… Read More
The Song-Beverly Act (Civ. Code 1790.1) renders any waiver of its provisions contrary to public policy, unenforceable and void. This decision holds that while the antiwaiver provision does not bar all settlement agreements resolving Song-Beverly Act claims, it did invalidate the waiver of Song-Beverly Act rights in the pre-litigation settlement agreement in this case because there was no evidence that… Read More
Disagreeing with Felisilda v. FCA US LLC (2020) 53 Cal.App.5th 486, this decision holds that a standard California car sale contract with an arbitration clause does not require the car buyer to arbitrate his warranty claims against the car's manufacturer. Breach of warranty claims are based on statute, not the car sale contract, and so are not intertwined with the… Read More
Defendant disability insurer wrote plaintiff insured in 2015 that it had determined his disability arose from illness rather than accident and so would stop paying benefits in 2018 when he turned 65 as the policy allowed for illness-caused disability. Plaintiff sued for breach of contract and breach of implied covenant in 2019, more than four years after the 2015 letter,… Read More
Under McGill v. Citibank, N.A. (2017) 2 Cal.5th 945, the trial court properly denied defendant's motion to compel arbitration because the arbitration clause forbade award of a public injunction in any forum. Contrary to the defendant's argument, its arbitration agreement did not authorize the arbitrator to award a public injunction. It provided instead that arbitration is to be “conducted only… Read More
Kinder was a patient at defendant's residential skilled nursing facility. The trial court correctly denied a motion to compel arbitration of Kinder's personal injury claim because she did not sign the facility's arbitration agreement. Instead, her adult child signed for her. The facility produced no evidence to show that the signer had actual or ostensible authority to sign for Kinder. … Read More
Kaiser's arbitration clause satisfied H&S Code 1363.1's requirement that a health plan's arbitration clause be prominently displayed immediately before the patient's signature. The enrollment was by computer. The arbitration clause appeared just before a button marked "save" and a warning that by hitting that button, the patient would be agreeing to Kaiser's terms and conditions and enrolling in the health… Read More
The trial court did not err in denying a motion to compel arbitration in this case on the ground of unconscionability. The employee was required as a condition of employment to sign the arbitration agreement and a separate confidentiality agreement. The two had to be construed together since they both dealt with resolution of disputes arising out of plaintiff's employment… Read More
