Best Western International Inc. v. AV Inn Associates 1, LLC

MEMORANDUM

Plaintiff-Counterdefendant Best Western International Inc. (Best Western) sued Defendants-Counterclaimants Hooshang Harooni and AV Inn Associates 1, LLC (collectively, Harooni) for breach of contract, breach of open account, and breach of account stated, seeking to collect unpaid amounts relating to Harooni’s recently terminated Best Western membership. Harooni individually counterclaimed for breach of contract, breach of implied contract, and breach of the implied covenant of good faith and fair dealing. On cross-motions for summary judgment, the district court granted summary judgment, for Best Western on both its claims and Harooni’s counterclaims. We affirm.

1. Harooni challenges the district court’s application of Arizona law to this dispute, which he maintains should be governed by the California Franchise Relations Act, Cal. Bus. & Prof.Code § 20000 et seq. Because the federal district court hearing this diversity dispute sits in Arizona, Arizona conflict of laws principles govern. See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 , 61 S.Ct. 1020 , 85 L.Ed. 1477 (1941). Arizona applies the law of the forum state, unless a conflict affecting the…