Eastwood Insurance Services v. Titan Auto Insurance of Nm

MEMORANDUM

I

Eastwood Insurance Services, Inc. first appeals the district court’s order granting summary judgment in favor of Titan Auto Insurance of New Mexico, Inc. on Eastwood’s fraud claims. The district court granted summary judgment after finding Eastwood’s evidence of Titan’s alleged misrepresentations inadmissible under California’s parol evidence rule, which bars extrinsic evidence of a promise “directly at variance with the promise of the writing.” Bank of Am. Nat’l Trust & Sav. Ass’n v. Pendergrass, 4 Cal.2d 258 , 48 P.2d 659, 661 (1935). Titan’s alleged statements were unconditional promises that directly varied the qualified language of the agreement. See Cont’l Airlines, Inc. v. McDonnell Douglas Corp., 216 Cal.App.3d 388 , 264 Cal.Rptr. 779, 794-96 (Ct.App.1989). The district court’s grant of summary judgment in favor of Titan on Eastwood’s fraud claims was proper.

II

Eastwood next challenges the district court’s order granting summary judgment in favor of Titan on Eastwood’s breach of contract and breach of the implied covenant of good faith and fair dealing claims. The parties’ agreement contained an earnout clause requiring Titan to use “commercially…