Cable & Computer Technology Inc. v. Lockheed Sanders, Inc.

Opinion by Judge NOONAN; Dissent by Judge CANBY.

Cable & Computer Technology, Inc. (CCT) appeals the judgment of the district court in its action for breach of contract and related wrongs against Lockheed Sanders, Inc. (Sanders) and other Lockheed entities (collectively Lockheed or the defendants). We affirm the grant of summary judgment against CCT on its Unfair Business Practice and Cartwright Act claims. On CCT’s other appealed claims, we hold that material issues of fact were in dispute, reverse the district court and remand for trial. In some respects a garden variety contracts dispute, this case is set particularly in the world of defense contracting and draws a clear distinction between mere agreements to agree and agreements to team together to bid a subcontract, so that we think it may be helpful to publish our opinion.

BACKGROUND

In 1996 Boeing Defense and Space Group (Boeing) was awarded a contract by the United States Air Force to upgrade *1033 the computer system for the B-1B bomber. Boeing needed subcontractors to .perform the contract and in May 1996 issued a Request for Information or RFI to, among others, CCT. CCT is a 30-employee California corporation that…

dissenting in part:

I reluctantly dissent from the majority’s decision that CCT has a viable claim for breach of contract, or for other claims related to that claim. I say “reluctantly” because there is evidence, disputed by Sanders, from which a trier of fact could conclude that Sanders did not deal in good faith with CCT.. I am convinced, however, that the district court correctly concluded that no contract had been entered between CCT and Sanders.

CCT’s first claim for relief was for breach of the “teaming agreement.” CCT still maintains that this was the single agreement between the parties, which was an agreement to team together and submit a joint bid to Boeing for its contract. There is abundant evidence, however, that the parties intended this teaming agreement to be in writing; indeed Boeing required it to be in writing and submitted with the bid. The parties went through various drafts, negotiating and disputing various terms of this agreement, which was necessarily a complicated document for a twenty-million-dollar joint project. Every draft contained an integration clause and provided that the written agreement was effective upon execution. The teaming contract was…