California Corporate & Securities Law

Parties exchange drafts of a contract and before signing one party surreptitiously substitutes provisions in the copy to be executed.  Some might call this "promissory fraud", but as Justice William Dato explains in an opinion published yesterday,...

A California Court of Appeal opinion published yesterday highlights the importance of understanding how and when a contract is formed. The case from an attorney's letter to an insurance offering to settle his client's claim for bodily injuries in...

Lawyers are sometimes asked to render an opinion that "the [bill of sale] is sufficient as to form to transfer the Company’s right, title and interest in and to the assets specified in the Agreement to the Buyer". Implicit in this opinion request is...

 In 1995, the California Supreme Court held that a plaintiff pursuing a claim for interference with a prospective contractual or economic relationship had to plead that the defendant's conduct was wrongful.  Della Penna v. Toyota Motor Sales U.S.A.,...

Huy Fong Foods, Inc. makes Sriracha pepper sauce and for nearly three decades Underwood Ranches, L.P. supplied the peppers for Huy Fong's sauce. Although the parties operated under written agreements for the first decade of their relationship, they...

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing. In California, it has long been held that the parties may agree that the...

California Civil Code Section 1550 provides that only four elements are "essential" to the existence of a contract:

Many terms associated with contracts and contract formation are of latin origin:

Out of Exodus?