Arciero & Sons, Inc., a California Corporation v. Shell Western E & P, Inc., a Delaware Corporation

990 F.2d 1255 NOTICE: Ninth Circuit Rule 36-3 provides that dispositions other than opinions or orders designated for publication are not precedential and should not be cited except when relevant under the doctrines of law of the case, res judicata, or collateral estoppel. ARCIERO & SONS, INC., a California corporation, Plaintiff-Appellant, v. SHELL WESTERN E & P, INC., a Delaware corporation, Defendant-Appellee. No. 91-56193. United States Court of Appeals, Ninth Circuit. Argued and Submitted Feb. 1, 1993. Decided March 18, 1993. Before HUG, FERGUSON and O'SCANNLAIN, Circuit Judges. 1 MEMORANDUM * 2 Arciero and Sons, Inc. ("Arciero"), a California developer, appeals from the district court's directed verdict in favor of Shell Western E & P, Inc. ("SWEPI"), in Arciero's action alleging that SWEPI breached a purchase and sale agreement. The issues in this case arise from an express condition in the agreement requiring approval of the transaction by SWEPI's Board of Directors ("Board") in accordance with SWEPI's governing documents. The Board disapproved the transaction. Arciero contends that the condition was waived because SWEPI breached the duties imposed by the…