Plaintiff, a third party beneficiary to a contract between a New York partnership its limited partner, sued defendant partner for breach. Applying New York law under a choice of law provision, the Superior Court of Los Angeles County, California, found that the statute of limitations barred the claim and sustained the beneficiary's demurrer without leave to amend, but denied his motion for attorney's fees. Both parties appealed.
Overview
The beneficiary initially argued that the trial court should have applied judicial estoppel to prevent the partner from asserting a changed position. The court disagreed because, to the extent that the partner asserted inconsistent positions in support of his demurrer, they were inconsistent legal positions rather than factual positions. The trial court also properly applied New York's shorter statute of limitations, N.Y. C.P.L.R. § 213(2) (Consol.), to conclude that the complaint was time-barred because New York had a substantial relationship with the contract's parties and subject matter: The contract stated the obligation of a New York entity's limited partner to an intended beneficiary that was New York resident, and it was to be performed in New York. California had no fundamental public policy with which application of the New York law conflicted. The trial court also correctly applied New York law to the issue of attorney's fees and denied defendant's request on the ground that there was no mutuality of remedy available to him. Although California's policies differed from New York's, its interest was not materially greater, and New York had the most significant contacts.
Outcome
The court affirmed both the judgment and the postjudgment order.
Procedural Posture
The plaintiff actor and the defendant movie studio entered into an agreement. The Superior Court of Los Angeles County (California), declared that the contract did not expire while the actor was on active duty in the military. The actor sought review. The plaintiff’s business attorney filed the claim for the client.
Overview
An actor and a movie studio entered into an agreement where the actor would perform in movies and the studio would pay him. The contract had four options which could be exercised by the studio which would extend the contract for one year each. One month after the first option was exercised the actor was called to active duty in the military. One month later, the parties entered into another agreement which added another option year to the original contract and noted that should the actor serve in the military, the parties would agree upon their mutual obligations. Almost two years later, the studio indicated that it was exercising its option for the fourth year. The actor sought to terminate the agreement and filed a declaratory action in the trial court. The trial court ruled in favor of the studio and determined the contract was merely suspended while the actor was in the military. The court determined that the second agreement entered into did not extend the original contract and was only an agreement to agree, which could not be made the basis of a cause of action.
Outcome
The court reversed the findings of the trial court in favor of defendant movie studio.
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