Low v. Omni Life Science Inc, 5:18-cv-00305

Plaintiffs, Drs. Warren Low and Thomas Tkach, were medical doctors with consulting agreements with OMNI Life Science, Inc., relating to knee and hip replacement devices.
The agreements required plaintiffs to provide consulting services and, in return, receive compensation, including royalties based on net sales of specified medical devices.
Plaintiffs claimed OMNI failed to pay appropriate royalties and made improper deductions; they also alleged misrepresentation about payments.
The consulting services agreements terminated in 2008 (Low) and 2009 (Tkach), but contained provisions for royalties to survive termination for the life of the products.
There was no evidence that plaintiffs performed or documented consulting services during the agreements’ terms, and the royalties at issue related to periods well after termination.
The court considered summary judgment motions on contract, fraud, negligent misrepresentation, and accounting claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether royalty payments were owed absent services	Royalties owed in perpetuity, regardless of post-termination work	Payments contingent on consulting services during contract term	Royalties only owed for services performed during contract term
Whether plaintiffs performed under the contracts	Plaintiffs provided services, or ambiguity exists about obligation	No evidence of services performed or documented during contract terms	Plaintiffs failed to show required performance; claim fails
Applicability/interpretation of prior agreements	Prior consulting agreements entitle plaintiffs to ongoing royalties	Current agreement superseded prior terms; only current terms govern	Prior agreements irrelevant due to superseding provision
Fraud/negligent misrepresentation based on royalty calc	Misrepresentations regarding calculation of "Net Sales" for royalties	No entitlement to royalties; no basis for fraudulent misrepresentation	No entitlement to damages; fraud/misrepresentation claims dismissed

Oasis W. Realty, LLC v. Goldman, 250 P.3d 1115 (Cal. 2011) (sets out elements of breach of contract under California law)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard; materiality of fact)
Colyear v. Rolling Hills Cmty. Assn. of Rancho Palos Verdes, 318 Cal. Rptr. 3d 805 (Cal. Ct. App. 2024) (contracts interpreted to give effect to all provisions)
Pacific Gas & Elec. Co. v. G. W. Thomas Drayage & Rigging Co., 69 Cal. 2d 33 (Cal. 1968) (extrinsic evidence admissible only to explain ambiguous contract terms)
Salami v. Los Robles Reg’l Med. Ctr., 324 Cal. Rptr. 3d 45 (Cal. Ct. App. 2024) (party must show performance/excuse for breach of contract claim)
Bowman v. Presley, 212 P.3d 1210 (Okla. 2009) (elements of fraud under Oklahoma law)