J.B.B. Investment Partners, Ltd v. Fair

232 Cal. App. 4th 974 (2014)

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Nature of the Case

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Facts

D is the founder of Bronco, and Bronco is the managing member of Boulevard and Cameron. Boulevard and Cameron are Arizona limited liability companies formed in 2007, and they each own apartment units in Arizona. P is a limited partnership based in Atherton, California, and Jonathan B. Buckheit is the general partner of P. In early 2008, P invested $150,000, and Rabic invested $100,000 in Boulevard and Cameron, and both became members of the limited liability companies. Ps discovered Ds had made various fraudulent representations and omissions; the parties attempted to negotiate a settlement of those disputes. Ps' attorney, Giacomo A. Russo, sent a settlement offer by e-mail on July 4, 2013. It was addressed to D and stated, among other things, that D “must represent and warrant (and provide full disclosure that) no monies moved illegally from one entity to another,” that he must enter a stipulated judgment for $350,000, and that “all litigation would be stayed pending the payments” made by D. The July 4 offer and e-mail did not have a signature line or signature block, and the e-mail sent to D did not include any signature by Rabic and Buckheit. Ps declared that they authorized Russo to make a final settlement offer and that they signed the July 4 offer on July 5, 2013. D declared that he did not receive the July 4 offer with the signatures of Rabic and Buckheit until August 6, 2013. D and Russo exchanged a number of emails on July 5th. The emails from D appeared to be an acceptance of the settlement, but P responded that they could not determine whether D was accepting or rejecting the settlement offer. D stated, “Please be unambiguous because I am about to file the complaint and ex parte papers unless we hear an unambiguous acceptance.” Ps filed their lawsuit and then sent an e-mail to D, which attached the filed complaint and copies of an ex parte application for, among other things, expedited discovery. D sent Halliburton the following message from his cell phone: “I said I agree. Took wording right from [Russo's] e-mail. I agree.” Eventually, D sent a message from his cell phone to Halliburton and stated: “I do not believe you gave proper notice. Also, I agreed with your terms. You should not have filed. We clearly have an agreement. [T]om [F]air.” D sent by his cell phone the following message to Russo: “Filing does not obviate agreement/acceptance. Pls acknowledge.” D also sent a text message to Halliburton: “I have accepted by phone and [e-mail]. Stop proceeding. I said accept which is same as ‘agreed.’ You must stop, and you must tell the court we have an agreement.” D also left a voice message for Russo at some unknown time on July 5, 2013. On July 11, 2103, Halliburton sent D a draft of the final settlement. On July 16, Halliburton sent an e-mail to D stating that he had not heard from D. D sent an e-mail to Halliburton on July 19, and stated that he had spoken to his accounting firm and the firm suggested a call or a meeting to discuss “the unfounded suspicions and allegations of your clients.” D did not sign the July 11 writing. Ps filed a motion to enforce the alleged settlement. D acknowledged that he deliberately typed his name when his name appeared at the end of an e-mail and that his phone or software did not automatically place his name there. D asserted that there was no meeting of the minds and that he had not read more than the first paragraph of the July 4 offer. He declared that he did not consider his name on the e-mail to be a signature to a settlement agreement. He maintained that he did not sign important legal documents, such as settlement agreements, without the assistance of counsel. D argued his printed name did not satisfy the UETA because the July 4 offer did not authorize an electronic signature, nor did any other communication between the parties prior to the draft final settlement Halliburton sent Fair on July 11, which did state that it could be “electronically signed.” The trial court concluded that there was a settlement and that D was not under duress but “knew exactly what he was doing.” Ps motion as granted and D appealed.