 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
Long Fish v. Nanotronics Corp.6/9/2003
§§ 1638, 1639, 1641; see Bank of the West v. Superior Court (1992) 2 Cal.4th 1254, 1264- 1265.)
In attempting to avoid the defendants' literal reading of the agreement, the Fish trust argues the Technology Transfer Agreement is ambiguous with respect to whether in addition to a share of any licensing fees earned from third parties the trust was also to be paid royalties for third party use of the Sh-Boom technology. Because of the ambiguity it asserts, the trust argues statements made by both Russell Fish and his mother should be considered by a finder of fact. The Fish trust's attempt to create a triable issue of fact is unpersuasive.
Because the Technology Transfer Agreement contains an integration clause, the Fish trust cannot rely upon any collateral oral or written agreements Russell Fish and Falk may have entered into. (See Bionghi v. Metropolitan Water Dist. (1999) 70 Cal.App.4th 1358, 1364.) Admittedly, when, as here, an agreement is an integrated document, parol evidence may still be offered to assist the court in deciding whether the terms the agreement are potentially ambiguous. (Ibid.) "' ational interpretation requires at least a preliminary consideration of all credible evidence offered to prove the intention of the parties. [Citations.] Such evidence includes testimony as to the "circumstances surrounding the making of the agreement . . . including the object, nature and subject matter of the writing . . . " so that the court can "place itself in the same situation in which the parties found themselves at the time of contracting." [Citations.] If the court decides, after considering this evidence, that the language of a contract, in the light of all the circumstances, "is fairly susceptible of either one of the two interpretations contended for . . . " [citations], extrinsic evidence relevant to prove either of such meanings is admissible.' [Citation.]" (Id. at pp. 1364-1365, quoting Pacific Gas & E. Co. v. G. W. Thomas Drayage etc. Co. (1968) 69 Cal.2d 33, 39-40.)
The Fish trust, however, has not presented any extrinsic evidence which supports its contention third party use of the Sh-Boom technology gives rise to any of the royalty obligations set forth in sections 3.1 and 3.2 of the technology agreement. In particular, the deposition statements of Russell Fish and Janet Long Fish, to the effect they never intended to forego royalties from third parties, are not admissible because there is no evidence any such intention on the part of the Fishes was ever communicated to Falk or anyone else acting on behalf of Nanotronics. " vidence of the undisclosed subjective intent of the parties is irrelevant to determining the meaning of contractual language." (Winet v. Price (1992) 4 Cal.App.4th 1159, 1166, fn. 3.) Moreover, the Fish trust has not cited and we have not discovered any other circumstance surrounding negotiation of the Technology Transfer Agreement which lends support to the notion the Fishes and Falk agreed the trust would be paid both a share of license fees received from third parties and royalties on products sold by third parties.
Because there is no admissible extrinsic evidence in the record, interpretation of the contract is, as the defendants contend, a question of law which we are required to resolve. (Winet v. Price, supra, 4 Cal.App.4th at p. 1166.) As we have seen, because the defendants' literal interpretation of the royalty clauses is wholly consistent with the related licensing clauses, it is supported not only by the logic of the agreement but also by familiar rules of construction. (See Civ. Code, §§ 1638, 1639, 1641.) Thus, we construe the royalty provisions as the defendants suggest: as limited to products sold by Nanotronics.<
Page 1 2 3 4 5 6 7 8 California Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|