504 F. App'x 586
9th Cir.2013Background
- DC appeals district court's grant of summary judgment to Larson on DC's third and fourth counterclaims under California law.
- Central issue is whether the parties reached a binding settlement for Superman rights in 2001–2002.
- District court did not decide whether Larson's October 19, 2001 letter constituted acceptance of the negotiated terms.
- Letter stated heirs accepted DC's October 16, 2001 offer and outlined substantial compensation terms.
- Extrinsic evidence showed lengthy negotiations and a final oral agreement reflected in the letter.
- Court holds that the October 19, 2001 letter created a contract and reverses the grant, remanding for reconsideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did the Oct. 19, 2001 letter create a binding contract? | Larson | DC | Yes; letter constitutes acceptance creating an enforceable contract |
| Is California law applicable to form a contract despite papering later? | Larson | DC | Yes; contract formation possible with sufficiently definite terms |
| May extrinsic evidence establish the offer and its acceptance? | Larson | DC | Yes; extrinsic evidence supports the oral terms reflected in the letter |
| Do statutory provisions bar enforcement of such contract? | Larson | DC | No; California statute of frauds and 17 U.S.C. § 204(a) do not bar here |
Key Cases Cited
- Facebook, Inc. v. Pac. Nw. Software, Inc., 640 F.3d 1034 (9th Cir. 2011) (contract formation possible without express missing-term delegation)
- Harris v. Rudin, Richman & Appel, 87 Cal. Rptr. 2d 822 (Cal. Ct. App. 1999) (preliminary principles for binding negotiations)
- Ulloa v. McMillin Real Estate & Mortg., Inc., 57 Cal. Rptr. 3d 1 (Cal. Ct. App. 2007) (statute of frauds signature requirement)
- Patel v. Liebermensch, 197 P.3d 177 (Cal. 2008) (contract terms may be enforceable even if incomplete)
- Wedeck v. Unocal Corp., 69 Cal. Rptr. 2d 501 (Cal. Ct. App. 1997) (extrinsic evidence admissible on contract formation)
- Bustamante v. Intuit, Inc., 45 Cal. Rptr. 3d 692 (Cal. Ct. App. 2006) (treats law on contract formation and ambiguous terms)
- Robinson & Wilson, Inc. v. Stone, 110 Cal. Rptr. 675 (Cal. Ct. App. 1973) (early authority cited on contract formation context)