Lecg v. Sanjay Unni

Ninth Circuit

Lecg v. Sanjay Unni

667 F. App'x 614

CourtCourt of Appeals for the Ninth Circuit

DecidedJune 27, 2016

Docket14-16148

StatusUnpublished

Cited by1 cases

This text of 667 F. App'x 614 (Lecg v. Sanjay Unni) is published on Counsel Stack Legal Research, covering Court of Appeals for the Ninth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Lecg v. Sanjay Unni, 667 F. App'x 614 (9th Cir. 2016).

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Opinion

MEMORANDUM *

Sanjay Unni (“Unni”) appeals from the district court’s summary judgment in favor *615 of his former employer, LECG, LLC (“LECG”), in LECG’s diversity action to recover the outstanding balance of advance bonuses paid to Unni. Unni had promised to repay the advances over the course of five years from annual bonuses the parties contemplated he would receive.

Unni’s impossibility defense lacks merit because the Director Agreement, executed by the parties, contained three express provisions contradicting his assertion that LECG promised to employ him for five years and provide him with annual bonuses. A party is bound by the language of the contract rather than an assumption the party may have had at the time the contract is entered into unless that assumption was “a basic assumption on which the contract was made.” See Cazares v. Saenz, 208 Cal.App.3d 279, 256 Cal.Rptr. 209, 212 n.7 (1989); Restatement (Second) of Contracts § 262.

The Director Agreement provides that: (1) Unni was an at-will employee and could be terminated at any time, with or without cause; (2) Unni was to repay the balance of each advance not fully offset; and (3) annual performance bonuses were not guaranteed. The provisions are unambiguous and consistent with the rest of the agreement. LECG made no promise to employ Unni for five years or to pay him annual bonuses. Thus, LECG is not estopped from relying on the terms of the agreement, see Ware Supply Co. v. Sacramento Sav. & Loan Ass’n, 246 Cal.App.2d 398, 54 Cal.Rptr. 674, 679-80 (1966), and the contract was not illusory, see Asmus v. Pac. Bell, 23 Cal.4th 1, 96 Cal.Rptr,2d 179, 999 P.2d 71, 79 (2000).

AFFIRMED.

*

This disposition is not appropriate for publication and is not precedent except as provided *615 by 9th Cir. R. 36-3.

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MEMORANDUM *

Sanjay Unni (“Unni”) appeals from the district court’s summary judgment in favor *615 of his former employer, LECG, LLC (“LECG”), in LECG’s diversity action to recover the outstanding balance of advance bonuses paid to Unni. Unni had promised to repay the advances over the course of five years from annual bonuses the parties contemplated he would receive.

Unni’s impossibility defense lacks merit because the Director Agreement, executed by the parties, contained three express provisions contradicting his assertion that LECG promised to employ him for five years and provide him with annual bonuses. A party is bound by the language of the contract rather than an assumption the party may have had at the time the contract is entered into unless that assumption was “a basic assumption on which the contract was made.” See Cazares v. Saenz, 208 Cal.App.3d 279, 256 Cal.Rptr. 209, 212 n.7 (1989); Restatement (Second) of Contracts § 262.

The Director Agreement provides that: (1) Unni was an at-will employee and could be terminated at any time, with or without cause; (2) Unni was to repay the balance of each advance not fully offset; and (3) annual performance bonuses were not guaranteed. The provisions are unambiguous and consistent with the rest of the agreement. LECG made no promise to employ Unni for five years or to pay him annual bonuses. Thus, LECG is not estopped from relying on the terms of the agreement, see Ware Supply Co. v. Sacramento Sav. & Loan Ass’n, 246 Cal.App.2d 398, 54 Cal.Rptr. 674, 679-80 (1966), and the contract was not illusory, see Asmus v. Pac. Bell, 23 Cal.4th 1, 96 Cal.Rptr,2d 179, 999 P.2d 71, 79 (2000).

AFFIRMED.

*

This disposition is not appropriate for publication and is not precedent except as provided *615 by 9th Cir. R. 36-3.

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667 F. App'x 614, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lecg-v-sanjay-unni-ca9-2016.

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