J. Fischer v. Horticulture and Food Research

MEMORANDUM

HortResearch appeals the denial of its motion for contractual attorneys’ fees as the prevailing party below. We review de novo because the denial was based on contract interpretation. See Siegel v. Fed. Home Loan Mortg. Corp., 143 F.3d 525, 528 (9th Cir.1998).

HortResearch argues that it can enforce the fee-shifting provisions here because the relevant contracts, which are identical, name it as a third-party beneficiary. The contracts designate California law, under which third-party beneficiaries have whatever contractual rights the parties intended to give them. Sessions Payroll Mgmt., Inc. v. Noble Constr. Co., 84 Cal.App.4th 671, 680 , 101 Cal.Rptr.2d 127 (2000). We rely on the contracts’ words to determine what those rights are. Id.; Cal. Civ.Code § 1639. Here, those words entitle Hor-tResearch to enforce the fee-shifting provisions.

Our analysis begins with the provision designating HortResearch as a third-party beneficiary and defining its interests: “HortResearch ... (the ‘Third-Party Beneficiary]’) ha[s] material interests in the Organic Material and the Confidential Information ... (collectively, ‘Third-Party Interests’).” Both “Organic Material” and…