CSAA Ins. Exchange v. Hodroj CA6, 72 Cal.App.5th 272

Hodroj was a passenger injured in a single-car collision; he retained counsel and demanded settlement for bodily injury for the at-fault driver’s insurance policy limits, conditioned on proof of policy limits, a sworn declaration, and receipt of payment within 21 days.
The demand expressly allowed CSAA to condition acceptance on a written release of bodily injury claims and required written acceptance within 21 days.
Fifteen days later CSAA sent written acceptance, provided a sworn declaration of limits, enclosed a proposed release (to be signed by Hodroj), and separately mailed a $100,000 check with instructions not to present it until the release was signed.
Hodroj refused to sign, asserting the proposed release contained materially different terms (e.g., releasing property damage claims) and later sued the driver for bodily injury and property damage.
CSAA sued Hodroj for breach of contract; the trial court granted CSAA’s summary judgment and denied Hodroj’s cross-motion for declaratory relief.
On appeal Hodroj argued a triable issue existed as to contract formation; the Court of Appeal affirmed, finding a binding settlement had been formed and the inconsistent proposed release did not negate the agreement.

Issue	Plaintiff's Argument (CSAA)	Defendant's Argument (Hodroj)	Held
Whether a binding settlement was formed when CSAA accepted the offer and performed conditions despite later tendering a proposed release with different terms	Acceptance + fulfillment of stated conditions formed a binding contract; the release was a formalization of agreed terms	CSAA’s response was a counteroffer because the proposed release introduced material new terms (e.g., property-damage release), so no binding agreement	Court: objective communications show intent to be bound to settle bodily injury claims for policy limits; a proposed writing with different terms does not unwind the initial agreement; summary judgment for CSAA affirmed
Admissibility of expert evidence on insurance-industry custom and practice	CSAA proffered industry custom evidence to interpret practices	Hodroj objected to the expert evidence	Court did not decide the evidentiary dispute because the industry-custom evidence was unnecessary to its ruling and was not considered

Harris v. Rudin, Richman & Appel, 74 Cal. App. 4th 299 (1999) (parties may be bound by agreed terms even if they intend later formal writing)
Banner Entertainment, Inc. v. Superior Court, 62 Cal. App. 4th 348 (1998) (initial agreement can be binding despite later effort to reduce to formal document)
American Aeronautics Corp. v. Grand Central Aircraft Co., 155 Cal. App. 2d 69 (1957) (proposed writing that adds terms is not a counteroffer where an initial agreement exists)
Khajavi v. Feather River Anesthesia Medical Group, 84 Cal. App. 4th 32 (2000) (reaffirming that a rejected attempted memorialization does not nullify the prior agreement)
Beard v. Goodrich, 110 Cal. App. 4th 1031 (2003) (contract formation judged by objective manifestations of consent)
Stephan v. Maloof, 274 Cal. App. 2d 843 (1969) (policy explanation why permitting rejection of an agreed deal by tendering different terms would undermine contract stability)
Coles v. Glaser, 2 Cal. App. 5th 384 (2016) (elements of a breach of contract claim)
Powell v. Kleinman, 151 Cal. App. 4th 112 (2007) (definition of triable issue on summary judgment)
Russell v. Foglio, 160 Cal. App. 4th 653 (2008) (liberal construction of notices of appeal to preserve appellate rights)