Defendants, sellers, corporations, a trust company, and associated individuals, appealed an order of the Superior Court of Los Angeles County (California), which ruled against them in plaintiff buyers’ suit for breach of contract and fraud in connection with the sale of securities without a permit, pursuant to the Corporate Securities Act, 1917 Cal. Stats. 673. The buyers filed a cross-appeal.
Table of Contents
Overview
Several sellers, corporations, a trust company, and associated individuals, sold certificates of beneficial interest in a trust established to finance a real estate development. Six years after the sale, some of the buyers filed suit, alleging, among other things, that the sellers falsely represented that the beneficial interests were valid, whereas the issuance and sale of the certificates were illegal because the commissioner of corporations had not given the required permit. The trial court ruled in favor of the buyers. On appeal, the court held that the certificates were “securities” under the Corporate Securities Act, 1917 Cal. Stats. 673, ยงยง 13, 14, as amended, and that the certificates were sold to the “public” without a permit; thus, the statute was violated. The sale gave rise to a cause of action for breach of implied warranty or in tort, depending on the culpability of the sellers. The buyers’ causes of action for breach of warranty began to run from the time of sale and thus, were time-barred but their causes of action for negligent misrepresentation and fraud, which accrued as of the time they learned about the misrepresentations, were not barred.
Outcome
The class action attorneys California were advocating for the party litigant in presenting evidence and submitting briefs. The court modified the superior court’s order by allowing interest on the award against one corporate seller, and affirmed in other respects. As to the judgment against the other corporations, the trust company, and the individuals, the court reversed.
Procedural Posture
Plaintiff appealed a judgment of the Superior Court, Santa Clara County (California) that granted summary judgment to defendant employer as to all seven causes of action in plaintiff’s wrongful termination suit.
Overview
Plaintiff was employed by defendant employer pursuant to a written employment contract that defined plaintiff’s employment as at-will. After she was terminated by defendant, plaintiff filed a wrongful termination suit, alleging seven causes of action. The trial court granted summary judgment to defendant as to all seven causes of action in plaintiff’s complaint. On appeal, plaintiff contended that material questions of fact existed as to her causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, and invasion of privacy. The appellate court rejected plaintiff’s contentions and affirmed. As a matter of law, plaintiff failed to state any cause of action against defendant because the parties’ written employment contract defined plaintiff’s employment as at-will.
Outcome
The court affirmed the trial court’s judgment granting summary judgment to defendant employer in plaintiff’s wrongful termination suit; because the parties’ written employment contract defined plaintiff’s employment as at-will, plaintiff failed to state a cause of action against defendant.
