Giacometti v. Puls Technologies CA4/1, D077232

In May 2015 Hirsch (founder of Puls, then "CellSavers") emailed Giacometti an LOI offering interim CTO work: $750/week for 12 weeks and "$150,000 worth of stocks converted into equity once the first seed round is completed," and stated an attorney would prepare a written agreement.
Parties negotiated multiple drafts of an Independent Contractor / Nondisclosure Agreement prepared by Puls’s counsel; Giacometti did not sign any drafts and continued to seek improved terms (vesting, price, etc.).
Giacometti performed work as interim CTO, was paid $750/week, and was listed on investor materials; Puls later terminated him in October 2015. Sequoia funding closed soon after.
Giacometti sued in 2017 for breach of contract (equity) and fraudulent inducement / false promise. The trial court granted summary adjudication on the breach claim (no enforceable agreement) but allowed the fraud claims to proceed.
Jury trial produced a defense verdict on intentional misrepresentation and false promise. Giacometti appealed, arguing (1) summary adjudication of the breach claim was erroneous and (2) the special verdict form misstated the law/limited the jury.
The Court of Appeal affirmed: no triable issue on contract formation and the instructional/verdict-form objection was forfeited (and in any event not reversible).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the May 20, 2015 LOI email constituted an enforceable contract for $150,000 equity	LOI plus conduct (work, listing as CTO) created triable issue that parties agreed to equity	LOI contemplated a written agreement; parties negotiated draft contracts and never signed; no meeting of minds	Court: summary adjudication proper — email and subsequent negotiations show intent to finalize in writing; no triable issue of contract formation
Whether the special verdict form improperly limited the jury to representations made only during hiring (timing/instructional error)	Form asked about false representations "during the hiring process," which plaintiff says restricted jury from finding fraud occurring later (e.g., after funding)	Defense: plaintiff forfeited the issue by not objecting before discharge; form did not improperly limit jury	Court: issue forfeited for failure to timely object; affirmed (no reversible instructional error)

Aguilar v. Atlantic Richfield Co., 25 Cal.4th 826 (Cal. 2001) (summarizes summary judgment/adjudication standards and purpose)
Kahn v. East Side Union High School Dist., 31 Cal.4th 990 (Cal. 2003) (defendant moving for summary judgment burden and appellate standard)
Saelzler v. Advanced Group, 25 Cal.4th 763 (Cal. 2001) (on viewing evidence favorably to the nonmoving party in summary judgment review)
Ladas v. California State Auto. Assn., 19 Cal.App.4th 761 (Cal. Ct. App. 1993) (contract terms must be sufficiently definite to be enforceable)
C. L. Smith Co. v. Roger Ducharme, Inc., 65 Cal.App.3d 735 (Cal. Ct. App. 1977) (where parties intend a writing, no binding agreement exists until written contract is signed)
J.B.B. Investment Partners Ltd. v. Fair, 37 Cal.App.5th 1 (Cal. Ct. App. 2019) (email can create enforceable settlement when terms are definite and acceptance is clear)
Blix St. Records, Inc. v. Cassidy, 191 Cal.App.4th 39 (Cal. Ct. App. 2010) (parties’ intention to be bound can make an agreement enforceable even if a formal written agreement is contemplated; distinguished on facts)
Keener v. Jeld-Wen, Inc., 46 Cal.4th 247 (Cal. 2009) (failure to object to a defective verdict before jury discharge forfeits appellate review)