Bernstein

MEMORANDUM **

Gary Bernstein appeals the district court’s grant of summary judgment in favor of Guthy-Renker Corporation (“GRC”) on the issue of whether the liquidated damages provision in the parties’ licensing agreement was unenforceable. Bernstein also appeals the district court’s calculation of damages for both his breach of contract and copyright claims and the court’s denial of attorney’s fees. GRC appeals the district court’s denial of its estoppel defense. For the reasons stated herein, we affirm. Liquidated Damages Clause

Under California law, “a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the contract was made.” Cal. Civ.Code § 1671(b). A liquidated damages clause will be considered “unreasonable,” and hence unenforceable under section 1671(b), “if it bears no reasonable relationship to the range of actual damages that the parties could have anticipated would flow from a breach.” Ridgley v. Topa Thrift & Loan Ass’n, 17 Cal.4th 970 , 73 Cal.Rptr.2d 378 , 953 P.2d 484, 488 (Cal.…