Developments of Interest

New Cases of Interest - July 3, 2012

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Tarle v. Kaiser Foundation Health Plan, Inc. (2012) 206 Cal.App.4th 219.  This case arises in the context of a summary judgment motion, and the court of appeal holds that if a party fails to provide some oral or written opposition to evidentiary objections in such a context, that party will be barred from challenging adverse rulings with respect to those objections on appeal.

Lidow v. Superior Court (2012) 206 Cal.App.4th 351.  The trial court applied Delaware law in connection with a corporate officer's claim that he had been terminated in violation of public policy.  The corporation was incorporated in the State of Delaware, and the officer alleged that he had been removed by the governing board in retaliation for his complaints about possibly illegal or harmful activity and breach of ethical conduct.  The corporation's bylaws provided that all corporate officers served at the pleasure of the board and could be removed without cause.

The court of appeal directed the superior court to vacate its order granting summary adjudication on the wrongful termination claim finding that the trial court erred in applying Delaware law.  Although removing a corporate officer may fall within the scope of a corporation's internal governance, generally, under the circumstances presented here, where an officer made a claim for wrongful termination in violation of public policy, such a termination was not within the scope of the corporation's internal affairs but involved a vital interest protected by California law.

California Pines Property Owners Association v. Pedotti (2012) 206 Cal.App.4th 384.  This case involves the interpretation of the phrase "best efforts" which was used in a contract without further definition.  The court holds that when a separate definition is not provided of the phrase "best efforts" the promisor must use the diligence of a reasonable person under comparable circumstances, but not the diligence which would be required of a fiduciary.

Frog Creek Partners, LLC v. Vance Brown, Inc. (2012) 206 Cal.App.4th 515.  This was a contract dispute which was preceded by a petition to compel arbitration.  The court holds that the party prevailing on the petition to compel arbitration in connection with an existing lawsuit is not entitled to prevailing party attorney's fees because the petition to compel arbitration is not a distinct action on the contract and does not by itself justify a grant of such fees.  It noted that the lawsuit did not involve two independent contracts, but only one and it was necessary to look at who was the overall prevailing party in the contract dispute.

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