William C. Goss Lee Sprague v. Prentice-Hall, Inc. International Bureau of Software Test

892 F.2d 82 NOTICE: Ninth Circuit Rule 36-3 provides that dispositions other than opinions or orders designated for publication are not precedential and should not be cited except when relevant under the doctrines of law of the case, res judicata, or collateral estoppel. William C. GOSS; Lee Sprague, Plaintiffs-Appellants, v. PRENTICE-HALL, INC.; International Bureau of Software Test, Defendants-Appellees. Nos. 88-2655, 88-2854. United States Court of Appeals, Ninth Circuit. Argued and Submitted Oct. 3, 1989. Decided Dec. 11, 1989. Before NELSON, TROTT and RYMER, Circuit Judges. 1 MEMORANDUM * 2 William Goss and Lee Sprague appeal the dismissal of their claims that appellees International Bureau of Software Test (IBST) and Prentice-Hall, Inc. breached implied covenants to operate IBST profitably and to give them a management role in the company. 1 3 The explicit terms of the Asset Purchase Agreement and the two employment contracts belie the existence of an implied covenant to operate IBST for short-term profits. Rather, the provisions governing the conditional payment, which was to be paid if the company did not incur specified operating loss, the parties' rights to terminate if…